Sears Holdings Corp. (fka SHLDQ)

[linda1]

I think you are missing that in order for Sears Holdings
to emerge from bankruptcy and merge with Holdco
it cannot liquidate ALL of its Assets and must be a
viable business when it emerges in order to preserve
the NOLs.

And Holdco will not merge with Sears while it is in
bankruptcy because of the outstanding Debt -
which needs to be converted first into new Sears stock
before any merger consideration.