UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________ 
FORM 8-K
_____________________
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): June 23, 2017 (June 21, 2017)
_________________________ 
 
SERITAGE GROWTH PROPERTIES
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
Maryland
001-37420
38-3976287
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
489 Fifth Avenue, 18th Floor
New York, New York 10017
  (Address of principal executive offices, including Zip Code)


Registrant's telephone number, including area code: (212) 355-7800
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ☐
                                       
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
 
 
Item 8.01.  Other Events.
 
On June 21, 2017, pursuant to the terms of the master lease (the “Master Lease”) between subsidiaries of Seritage Growth Properties (“Seritage”) and subsidiaries of Sears Holdings Corp. (“Sears Holdings”), Sears Holdings exercised its right under the Master Lease to terminate the Master Lease with respect to 20 unprofitable stores totaling approximately 3.8 million square feet of gross leasable area.  The aggregate annual base rent at these stores is approximately $11.2 million, or 4.9% of the Company’s total annual base rent as of March 31, 2017, including all signed leases.  Sears Holdings will continue to pay Seritage rent until it vacates the stores which is expected to occur in October 2017.  Sears Holdings will also pay Seritage a termination fee equal to one year of the aggregate annual base rent, plus one year of estimated annual operating expenses.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: June 23, 2017
 
 
SERITAGE GROWTH PROPERTIES
  
     
 
By:
/s/ Matthew Fernand
  
 
Name:
Matthew Fernand
  
 
Title:
Executive Vice President, General Counsel & Secretary