Sears CEO will pay $40 million to settle suit claiming he ripped off shareholders

Sears CEO Eddie Lampert and his hedge fund are paying $40 million to settle a shareholder lawsuit claiming that Lampert stripped the company of its best assets to benefit
himself and his hedge fund.
The lawsuit targets a real-estate investment trust called Seritage Growth Properties, which Lampert created in 2015.

After launching Seritage, Lampert orchestrated a big real-estate deal. Sears sold 235 stores, including many of its most profitable locations, to Seritage in 2015. Sears raised $2.7 billion from the sale and rented back the store space from Seritage.

The deal provided struggling Sears with much-needed cash at the time, and gave Seritage the right to take over all or half of the square footage of many stores and then rent the empty space to other retailers at sometimes four times the rent.

The lawsuit claims that the Sears stores were worth far more than $2.7 billion and that Lampert — by standing on both sides of the transaction — stood to benefit regardless.

Seritage and Sears are separate entities, but Lampert — as chairman of Seritage and CEO and chairman of Sears — has a significant stake in both. Lampert and his hedge fund own a little more than 43% of Seritage’s limited partnership. They also own a little more than 54% of Sears Holdings.

“Eddie Lampert used his position at Sears as its CEO and controlling shareholder to further his and his hedge fund’s interests rather than the best interests of the company [by spinning off its] crown-jewel assets to the REIT at an unfair price,” Ned Weinberger, a partner at the law firm Labaton Sucharow LLP, which is representing the shareholders, told Business Insider in a previous interview.

The lawsuit was brought by individual investors against Lampert, ESL, Seritage, and members of Sears’ board of directors, which was accused of not properly overseeing the deal to avoid conflicts of interest. The board includes Steven Mnuchin, who is President Trump’s nominee for US Treasury secretary.

The defendants stated in court papers that the $40 million settlement was not an admission that the lawsuit’s claims are valid.

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