Sears Holdings Corp. (fka SHLDQ)

[linda1]

The 363 Sale and the POR are 2 separate
Events. Even though the 363 Sale is not
a Merger it does not preclude Transform Holdco
from merging with SHC in the future.


As I said, I still don’t understand for what reason
you think Transform Holdco would issue new
Holdco stock in exchange for old SHLDQ stock
in a POR. For the NOLs?


In Section 9 of the APA the Buyer/Holdco makes it
quite clear that it wants SHC to cut all affiliation
with the Purchased Assets and Trademarks
as quickly as possible after the Closing Date.
And that includes restructuring or liquidating
Subsidiaries for Tax Purposes.


Do you not think that there is a contradiction
between Holdco requesting SHC to cut all
Affiliation with the Purchased Assets and
Trademarks as quickly as possible and
issuing new Holdco shares in exchange
for SHLDQ shares in a POR?


70 - 80 of the 100 dark properties are collateral
for certain outstanding Loans. So let’s say that
Transform Holdco will receive 525 Stores per
the APA - 425 Operating Stores plus 100 dark
Stores if that is what the “ dark property “ is.


That still leaves SHC with about 300 “ dark
Stores “ - which were leased or owned?