i think had he done that, then this would have been a share purchase not an asset purchase under a 363 sale.
i believe the creditors liabilities are with sch. satisfying all of the standards of a 363(f) sale, as described in drain's order to me means that the assets which transform holdco purchased are free and clear of those obligations. whatever agreement he made to help satisfy shc creditors as part of his purchase price i think is the end of any responsibility holdco has to those creditors.
it is my feeling that in order to complete the nol requirements to keep the tax benefits under 368 of the code, it would be holdco's proposal, as described in shc's por, to exchange shldq for holdco shares.
holdco is under no requirement to pay any shc creditors at this point.
look at page 16, paragraph R. of the judges order (docket 2507) and tell me what you think.
i think if esl/lampert had tried to purchase all of the shldq shares after bk that might have voided any opportunity for holdco to get the nol's. i believe a court approved sale under code 363 can either be an asset sale or a stock sale, but not both.
