linda,
i don't think any of those debts would ever be on holdco's balance sheet since the (f) standards meant the assets acquired by holdco were free of liens and encumbrances.
the reason i think it's not a merger is becasue the assets have already been acquired by holdco. if, as i think it will occur, shldq stock is first cancelled and then holdco provides an exchange of (for sake of argument a 1 for 1) 1 share of holdco stock for each cancelled shldq stock, it's not a change of ownership i believe, but rather a "preservation" of the ownership structure vis-a-vis stockholders at sears.
if holdco exchanges the stock as described, 1 for 1, after that is all said and done, lampert et al will still be the holders of 70+% of the common stock issued and everybody else (as of some date of record) will be the owners of the other 30 +/- %/
if currently holdco only has preferred shares issued in some small quantity to satisfy the "securities consideration", then it seems to me there would have been no "shift in ownership" and no difference in the equity structure.
again, all of that is based on holdco receiving nols which it seems need to be preserved by not having a "shift in ownership" or equity structure.
admittedly, i may have this all wrong, but that is how i am looking at things at this point.
