Sears Holdings Corp. (fka SHLDQ)

[linda1]

Here is what I think is correct:


1. ESL/Transform Holdco did not buy the
“ whole company “ - which would be a Successor Sale
and Commons and Debts would be a part of the
Successor Sale.


2. ESL/Transform Holdco picked and chose what
Assets it wanted to buy and what Liabilities it wanted to
assume - per Section 363 of the Bankruptcy Code.
This is called a 363 Sale and it left certain Assets and
Liabilities with the Debtors.


3. ESL/Transform Holdco will have no further obligation
to the Debtors, it’s Creditors and Shareholders after
the Closing Date of the Sale and the price of the buy
has been paid.


4. ESL/Transform Holdco will be its own Entity and
its Assets will be out of Bankruptcy after the Closing
Date of the Sale in about 3 weeks.


5. The remaining Assets and Tax Attributes left with
the Debtors will either all be liquidated and paid to
Creditors or certain Assets will not be liquidated and
together with the NOLs the Debtors will issue
reorganized common shares in NEWCO (Sears)
to outstanding Debt Holders and perhaps Equity.


6. The Holdco Securities that the Debtors received
as part of the Sale Price will either be liquidated or
distributed to Creditors first and lastly Shareholders.


7. Lampert is the majority owner of ESL which owns
Transform Holdco - which just purchased substantially
all of the Assets of Sears. ESL/Lampert could
sell all of their SHLDQ Shares right now and it would not
affect their majority ownership in Holdco.


8. The only Assets that the SHLDQ Shareholders
have an ownership interest in is what is left with
the Debtors.