SEARS HOLDINGS CORPORATION
3333 Beverly Road
Hoffman Estates, IL 60179
April 12, 2011
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
| RE: | Sears Holdings Corporation |
Registration Statement on Form S-4
Filed April 12, 2011
Ladies and Gentlemen:
Reference is made to the above referenced Registration Statement on Form S-4, as may be amended form time to time (the “Registration Statement”), of Sears Holdings Corporation (the “Company”), A&E Home Delivery, LLC, A&E Lawn & Garden, LLC, A&E Signature Service, LLC, California Builder Appliances, Inc., Florida Builder Appliances, Inc., KLC, Inc., Kmart.com LLC, Kmart Corporation, Kmart Holding Corporation, Kmart of Michigan, Inc., Kmart of Washington LLC, Kmart Stores of Illinois LLC, Kmart Stores of Texas LLC, Lands’ End Direct Merchants, Inc., Lands’ End, Inc., MyGofer LLC, Private Brands, Ltd., Sears Authorized Hometown Stores, LLC, Sears Brands Management Corporation, Sears Holdings Management Corporation, Sears Home Appliance Showrooms, LLC, Sears Home Improvement Products, Inc., Sears Outlet Stores, L.L.C., Sears Protection Company, Sears Protection Company (Florida), L.L.C., Sears Roebuck Acceptance Corp., Sears, Roebuck and Co., Sears, Roebuck de Puerto Rico, Inc., SOE, Inc., and StarWest, LLC (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) up to $1,000,000,000 aggregate principal amount of 6 5/8% Senior Secured Notes due 2018 of the Company (together with the guarantees thereof, the “New Notes”) for a like aggregate principal amount of 6 5/8% Senior Secured Notes due 2018 of the Company (together with the guarantees thereof, the “Old Notes”). The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (April 13, 1989),Morgan Stanley & Co. Incorporated (June 5, 1991) andShearman & Sterling (July 2, 1993).
This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated inExxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
Securities and Exchange Commission
April 12, 2011
Page 2
In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:
If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
SeeShearman & Sterling (July 2, 1993).
[SIGNATURE PAGE FOLLOWS]
| Sincerely, | ||||
| SEARS HOLDINGS CORPORATION | ||||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Senior Vice President, Controller and Chief Accounting Officer | |||
| KMART CORPORATION | ||||
KMART HOLDING CORPORATION SEARS HOLDINGS MANAGEMENT CORPORATION SEARS, ROEBUCK AND CO. | ||||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Senior Vice President and Controller | |||
| CALIFORNIA BUILDER APPLIANCES, INC. | ||||
FLORIDA BUILDER APPLIANCES, INC. KLC, INC. LANDS’ END DIRECT MERCHANTS, INC. | ||||
LANDS’ END, INC. PRIVATE BRANDS, LTD. SEARS BRANDS MANAGEMENT CORPORATION | ||||
SEARS HOME IMPROVEMENT PRODUCTS, INC. SEARS PROTECTION COMPANY SEARS ROEBUCK ACCEPTANCE CORP. | ||||
SEARS, ROEBUCK DE PUERTO RICO, INC. SOE, INC. STARWEST, LLC | ||||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Vice President | |||
| KMART.COM LLC | ||||
| By: | Bluelight.com, Inc., its Member | |||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | President | |||
KMART OF WASHINGTON LLC KMART STORES OF ILLINOIS LLC KMART STORES OF TEXAS LLC | ||||
| MYGOFER LLC | ||||
| By: | Kmart Corporation, its Member | |||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Senior Vice President and Controller | |||
| SEARS PROTECTION COMPANY (FLORIDA), L.L.C. | ||||
| By: | Sears Protection Company, its Member | |||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Vice President | |||
| A&E HOME DELIVERY, LLC | ||||
| A&E LAWN & GARDEN, LLC | ||||
| A&E SIGNATURE SERVICE, LLC | ||||
| SEARS AUTHORIZED HOMETOWN STORES, LLC | ||||
| SEARS HOME APPLIANCE SHOWROOMS, LLC | ||||
| By: | Sears, Roebuck and Co., its Member | |||
| By: | /s/ William K. Phelan | |||
| Name: | William K. Phelan | |||
| Title: | Senior Vice President and Controller | |||
| KMART OF MICHIGAN, INC. | ||||
| SEARS OUTLET STORES, L.L.C. | ||||
| By: | /s/ Dorian R. Williams | |||
| Name: | Dorian R. Williams | |||
| Title: | Authorized Person | |||
| cc: | Dane A. Drobny, Senior Vice President, General Counsel |
and Corporate Secretary
James Cole, Jr., Wachtell, Lipton, Rosen & Katz
James R. Gilmartin, Wachtell, Lipton, Rosen & Katz