On October 23, 2019 (the “Closing Date”), the Company completed the sale (the “Outlet Sale”) of the Company's Sears Outlet and Buddy's Home Furnishing Stores businesses (together, the “Outlet Segment”), including substantially all of the assets and liabilities comprising the Outlet Segment, to Franchise Group Newco S, LLC (“Purchaser”), an indirect subsidiary of Franchise Group, Inc. (formerly known as Liberty Tax, Inc.) (“Parent”), pursuant to the previously announced Equity and Asset Purchase Agreement, dated as of August 27, 2019, by and among the Company, Purchaser and, solely for purposes of a performance and payment guarantee on behalf of Purchaser, Parent (the “Purchase Agreement”). Immediately following the consummation of the Outlet Sale and in accordance with the terms of the previously announced Agreement and Plan of Merger, dated as of June 1, 2019, among the Company, Transform Holdco LLC (“Transform”) (a privately held affiliate of ESL Investments, Inc. (together with its investment affiliates, including Edward S. Lampert, “ESL”)) and Transform Merger Corporation (“Merger Sub”) (as amended and supplemented by the terms of the previously announced letter agreement, dated as of August 27, 2019 (the “Letter Agreement”), among the Company, Transform and Merger Sub, the “Merger Agreement”), Merger Sub merged with and into the Company, with the Company as the surviving corporation (the “Merger”). Prior to and in connection with the completion of the Merger, Transform assigned its rights and obligations under the Merger Agreement to Hometown Midco LLC, a Delaware limited liability company and an affiliate of Transform. In connection with the completion of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, each of the Company's directors immediately prior to the Effective Time ceased to be directors of the Company. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the director of Merger Sub immediately prior to the Effective Time, Kunal Kamlani, became the director of the Company. In addition, in connection with the completion of the Outlet Sale and effective as of the consummation of the Outlet Sale, each officer of the Company listed below ceased to hold the positions indicated beside such officer's name: Will Powell, Chief Executive Officer and President;E.J. Bird, Senior Vice President and Chief Financial Officer; and Michael A. Gray, Senior Vice President and Chief Operating Officer. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, the officers of Merger Sub immediately prior to the Effective Time, who are listed below, became the officers of the Company: Kunal Kamlani, President; Harold Talisman, Secretary and Chief Financial Officer; and Robert Breyer, Treasurer.

In connection with the consummation of the Outlet Sale, on October 23, 2019, all amounts outstanding under the senior revolving credit facility (the ABL Facility) of Sears Hometown Stores, Inc. (the Company) (formerly known as Sears Hometown and Outlet Stores, Inc. prior to the Effective Time) with Bank of America, N.A. as Administrative Agent and Collateral Agent, other than a letter of credit issued thereunder (the Letter of Credit), were repaid in full. Effective upon such repayment, the amended and restated credit agreement for the ABL Facility and all related loan documents, other than the Letter of Credit, were irrevocably terminated in accordance with the terms thereof. The Letter of Credit, in an amount equal to $7,249,867, remains in effect. In connection with the consummation of the Outlet Sale, on October 23, 2019, all amounts outstanding under the Company's term loan credit facility (the Term Loan Facility) with Gordon Brothers Finance Company as Administrative Agent and Collateral Agent were repaid in full. Effective upon such repayment, the term loan credit agreement for the Term Loan Facility and all related loan documents were irrevocably terminated in accordance with the terms thereof.