Sears Holdings Corp. (fka SHLDQ)

[linda1]

WMIH merged with COOP after Bankruptcy
in order to utilize $ 6 B in NOLs.
I do not know how the merger was
structured but it did not affect the NOLs.


Why would Transform Holdco not wait until
the Creditors’ Debts are converted into new
SHC Shares after the Effective Date to
merge with SHC?


“ 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. “


Are you thinking in the above that Transform Holdco
can intervene in the POR - and bypass the issuance
of new SHC stock - with a Merger offer of new
Transform Holdco Commons - to be issued to
outstanding Creditors and Shareholders?


PG 16 of the Order Approving the APA reads like
- not withstanding the assumption of certain
liabilities - all of the Assets purchased by Holdco
are free of all Claims and Interests.