The first quote “ The Common Shareholders will
not be impaired “ was a misunderstanding
of an excerpt from the proposed “ Order
Approving the APA “ - filed by the Debtors.
I amended my opinion in a subsequent post
once I figured out that the APA was a 363 Sale
and would not include the SHLDQ Common Shares.
Here is the excerpt from the proposed “ Order
Approving the Asset Purchase Agreement “:
“ Y. The Sale Transaction does not constitute
a de facto plan of reorganization or liquidation
as it does not propose to (i) impair or restructure
existing debt of, or equity interests in, the Debtors,
(ii) impair or circumvent voting rights with respect
to any plan proposed by the Debtors,
(iii) circumvent chapter 11 safeguards, such as
those set forth in sections 1125 and 1129
of the Bankruptcy Code, or (iv) classify claims
or equity interests or extend debt maturities.
Entry into the Asset Purchase Agreement
and the Sale Transaction neither impermissibly
restructures the rights of the Debtors’ creditors,
nor impermissibly dictates the terms of a
chapter 11 plan for the Debtors. Entry into
the Asset Purchase Agreement does not
constitute a sub rosa chapter 11 plan. “
