I hereby correct a previous error I posted - the Series B Preferred Units have a higher ownership interest than the Commons and their voting power is determined by the issuer.
I googled Series B Preferred Units and found an issuance of Series B Preferred Units to have no voting power and another issuance to have the same voting power as the Commons.
I may be incorrect but I think that the Holders of the Secured Second Term Obligations who are to receive a portion of the Series B Preferred Units is either ESL’s Credit Bid or one of the Debt ESL holds.
You are correct in that - per the APA - ESL is very much trying to obtain the NOLs. I read somewhere that the final approval of any of the Sales Transactions qualifying as a Tax Reorganization is from the IRS.
I agree that there is a lot of misinformation posted about the 363 Sale. As you state Transform Holdco is buying only certain Assets of SHC and not the Common Shares of SHC. SHLDQ Commons have zero ownership in Transform Holdco and 100 % ownership interest in the remaining Assets in the Debtors’ Estate.
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