Sears Holdings Corp. (fka SHLDQ)

[linda1]

It could very well be that the $5 B in NOLS
- as of Feb 3, 2018 - will remain with Sears Holdings
and that is why the NOLs are oddly omitted in
the APA.

And if this is correct, Sears Holdings will likely reorganize
with one or more of its businesses after liquidating
the rest - maybe the reason for the extension of POR -
to preserve the NOLs.

This is very similar to the WMIH situation with
$ 6+ B in NOLs. And after bankruptcy merged to
utilize the NOLs.

I’m sure the Debtors and ESL have considered with
the advice of Lawyers if the Tax Attributes will best
be preserved by transferring them to Transform Holdco
in the 363 Sale or by a Reorganized Sears Holdings.

If it is a reorganized Sears Holdings it could later merge
with Holdco to utilize the NOLs.