I ran out of posts earlier so I could not reply to
all of your questions. This free hour will be my
last posts for today.
The Article on a 363 Sale also states that the
purchase of the Corporate Stock is required for:
“ 2. the use of the debtor corporation licenses,
whether intellectual property licenses, government
or regulatory licenses and permits, or other licenses “
The APA and the Order Approving the APA both
state that the Licenses will be Transferred to the Buyer.
I am thinking that because the Asset Purchase was
so large - substantially all of the Assets of the Debtors -
that the Article may not apply to this APA.
Yes I believe that the issuance of new Holdco Equity
to ESL for its $ 1.3 B Credit Bid will give ESL 100 %
ownership interest in Holdco. I recall reading an Article
a while back that stated the ESL Credit Bid was
intended for ESL to gain ownership of Holdco.
Plus the Securities Consideration is Holdco Series B
Preferred Units, which - correct if I am wrong -
have voting rights but do not have an ownership
interest in Holdco.
So yes, even if the SHLDQ Common Shares are
wiped out, ESL will still have 100 % ownership of
Holdco.
