Sears Holdings Corp. (fka SHLDQ)

[linda1]

“ 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. “


In contrast, I think that the whole point of this
363 Sale is to eliminate the Debts of certain
Senior Creditors and the $ 3.5 B Debts of the
Unsecured Creditors from Transform Holdco’s
Balance Sheet - after the Closing Date.


I still can’t see how an exchange of new Transform
Holdco Stock for SHLDQ old Stock is not a Merger.
Plus would that not be a “ Change of Ownership “
and affect the value of the NOLs?


The way the UC’s hate ESL I doubt that they would
agree to a Merger in or out of Bankruptcy.