Sears Holdings Corp. (fka SHLDQ)

[justthefactsmam]

linda,

why does transform holdco have to merge with sears holdings if holdco has purchased specific assets (a lot of which gave rise to the nols at issue)?

my thought (totally uneducated by my own admission) is that the sears holding company will in fact be liquidated and go away and there will be nothing left to merge with newco.

notice in the example given on the diagram on page 85 of 157, the debtor (shc in our case) was left with the unwanted assets (i.e. the closed stores and some other things which it is liquidating) and then according to the verbiage in the example "debtor then planned to liquidate, distributing its remaining assets to debtor's claimholders. (esl is no longer a claimholder at this point).

also note on page 86 of 157 that debtor must retain more than an INSIGNIFICANT active trade or business. the complete discussion on page 86 of 157 leads me to think sch will not survive to be merged.