it won't be newco unless or until esl's bid becomes qualified and judge drain approves a sale of the go-forward assets to esl.
another thought to ponder over the holiday is the debt issue. since sears holdings applied for bk in october, it has closed about 140 stores. the inventory in those stores will be sold, any owned stores will be sold, and if the bk court approved any lease rejections for any of those stores, then the leased stores will be returned to the respective landlords. for any leases which may have significant terms left (including any options to extend) and for which sears might be able to sublease (or if the locations are valuable to the landlord) sell back to the landlord, there could be value there as well.
the point in bringing this up is that esl, i don't believe, will be assuming any of the debt for these stores or any of the liability of the inventory contained in these stores. those issues will be the responsibility of the holding company and as they sell off these assets, any entity owed money associated with those assets will be paid.
will that be 100% on the dollar? i don't know but that uncertainty will certainly be part of the argument for those owed money to not accept esl's bid and to just liquidate the company when/if there is a hearing on esl's bid.
since the preference of sears holdings in its bankruptcy filing was to sell the company on some type of going concern basis in order to "protect" jobs, among other things, if esl's bid is approved there will be a significant amount of pressure to let his bid be honored.
posted earlier today about the tax loss carry forward benefits possibly accruing to anyone having a bid approved and honored to keep the company alive as a going concern.
i believe for esl to get those tax benefits, it will have to operate the company in a similar manner under which the tax loses were incurred. while that doesn't mean forever, it probably wouldn't be cratered if esl set up a reit structure, sold off underperforming stores, redeveloped others and "did its best" to keep sears operating as some type of retail concern. i have to believe any tax loss carry forwards to play a meaningful part of anything esl does going forward although that doesn't necessarily mean keeping all 425 stores operating in a fashion similar to how they are currently operated.
