probably no deal approved today:
remember this morning that a first amendment to the asset purchase agreement was posted on the docket.
it was self-described as a "substantially final draft"
judge drain is not going to sign off on a substantially final draft.
whatever has not been finalized will have to be finalized and reduced to writing and signed by all parties before drain will sign.
i don't rule out drain advising the parties he would sign IF IF IF a finalized first amendment is presented to the court along with the final apa as well as the draft order.
all of that could happen between now and friday but it's fantasy to think drain will sign off on a documents with a lot of unfilled blanks in it.
nice movement today, will see what news leaks out (although leak is probably not the correct characterization since i don't believe this was a closed hearing) and if reports out of the courtroom are positive would expect continued uptrend as we await final approval.
as to the question why would lampert want to wipe out his common shares? remember, he is exchanging his $1.3 billion debt cancellation to shc for equity in holdco. cancelling everybody's commons wouldn't be the end of the world for him. he wins either way.
my bet (backed by my position in this stock) is that commons will survive.
from page 148/155 of docket 2456 posted this morning as summarized by one of the board members first thing this morning, it provides the following:
"as soon as practicable after closing, each seller, other than shc, shall distribute securities consideration, pursuant to the distribution requirements to its equity holder(s).
that sounds like common stockholders to me.
but even if it is, is it 1 for 1? 1 for 10? don't know.
the document said the class b stock would be valued at $300,000.
what does that mean?
most stock prospectus filings i have seen say that a stock has a par value of $0.01 per share.
is it a stretch to apply that idea to this situation? if the stock is valued at $300,000 is that par value? certainly can't be market value since no market has been established for those shares.
30 million shares at par of $0.01 would be worth $300,000
is this coming from too much coffee or too little?
don't know but that is what i have been thinking about since seeing that document this morning.
is that all? or, would holdco then distribute shares to former shldq holders as some have suggested in order to keep the ownership structure intact to preserve the nol's?
still think there is a lot to wonder about until we see something finalized.
also, the allocation between assets holdco is set to acquire only is required to be submitted within 90 days of closing.
still a lot of loose ends to tie up.
