"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."
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didn't follow that but see that wmih emerged from bk in 2012 as a successor to wamu.
their merger with mr. cooper didn't take place until 2018.
wmih evidently emerged with nols as a result of its bk. wmih and wamu were mortgage lenders. mr. cooper was also in the mortgage business. their merger satisfied the requirement that in order to preserve the nols mr. cooper had to be operating in the same space as the space in which wmih/wamu operated in order to utilize the wmih/wamu nols.
quick google search seemed to indicate that wmih really wrote no new business since emerging and maybe was only servicing mortgages. maybe it was not much more than a shell of some sort with the nols sitting on their books as an attractive asset which mr. cooper noticed prompting one side or the other to make the merger proposal.
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"Why would Transform Holdco not wait until
the Creditors’ Debts are converted into new
SHC Shares after the Effective Date to
merge with SHC?"
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first of all, i am not sure whether or not shc will reorganize around some type of surviving shell which would be the means for shc to issue new shares. secondly, i'm not sure there is any intention for shc creditors to get shares of any "new shc". i'm thinking more along the lines of the money coming in from shc's gobs and other actions will be used first to satisfy senior obligations and then go the the unsecured creditors if anything left. again, not sure what successor businesses shc will have after the closing and they may only do a reorganization around one or more remaining business of the type which generated any of the nol's which may stay with shc entities.
the whole point of this 363 sale and satisfaction of 368 irs issues is for els to be able to receive and benefit from the tax advantages to be obtained from that purchase, if esl gets satisfactory approvals and opinions from their tax experts.
you will notice from the order and apa that esl/holdco has and is taking great pains to state that the transaction was in no way a merger, that esl/holdco in no way is to be a continuation of shc and about every other way that concept could be said and reduced to writing.
there is no way esl/holdco would then merge with shc after sch gets its house in order and does whatever it is going to do, be it reorganize around some type of shell or convert and liquidate.
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"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?"
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i'm not thinking so much intervening as that some type of explanation of what might happen to shldq stock will be described in the por. if holdco just went out and announced on its own that it would exchange some holdco stock for shldq stock, could that then be interpreted as a "merger" or hostile takeover in any way and jeopardize any nols holdco might receive?
i don't know, but that's why the apa and its 1st amendment indicate both holdco and shc will be working together to make sure whatever happens with the nols is what each party intends to happen. just don't see any possibility at all of any type of merger between holdco and shc (in its new life if it has one_
there's a lot for which we will just have to take a wait and see attitude.
