catty,
"Just The Facts: In your opinion, where do we stand with the Commons? TIA "
i've posted numerous times that i think the tax attributes (which i take to mean the nols ((subject to cancellation of debt adjustments)) and the mostly foreign tax credits) will mostly be taken in by transform holdco (lampert's private company which currently owns (subject to closing) substantially ALL of the assets which sears holdings sold.
if those tax attributes are then to be used by lampert's company, as i read the irs rules,there can be no "shift in ownership" or equity restructuring. if that means that the majority owner of shc needs to stay the same, then that box is checked. lampert owned the majority of shc and he owns the majority of transform holdco.
the second box regarding equity restructuring i take to mean there will an exchange of shldq stock for that of transform holdco.
my background is real estate finance, not bankruptcy. bankruptcy is a totally different animal. i have a significant position in shldq and my current bet is the stockholders survive.
i don't blindly buy into the idea that eddie and his inside companies own 70% of shldq and wouldn't "cut their own throats" and wouldn't play any part in cancelling shares of shldq.
lampert owns virtually 100% of the company which purchased the shc assets. if shldq shares are cancelled, he still owns virtually 100% of transform holdco. if he needs the shares to be saved in order to realize the benefit, then i think he will do whatever needs to be done to make that happen.
my read is that one of those things is a share exchange.
if transform holdco can not obtain the benefit of the nols then there is no reason, other than pr or being a "good guy" to try to do anything with the shldq shares.
pr is persuasive. not sure i would hang my hat on lampert being a good guy.
if lampert gets the nols, then whatever transform holdco becomes prior to the closing will have to be it for 2 years or he could lose those nols if there is a subsequent sale.
i don't believe he can't merge back with sears or he would be liable for those obligation he just got erased through the bankruptcy process. the pension issues, the secured and unsecured debt etc.
again, if the nols don't go with lampert then shldq stockholders better hope that sears holdings has some type of plan regarding how they might be monetized to benefit ALL stakeholders, because if they stay with shc, then stockholders WILL be last in line and there will probably be a rush to the exits to sell the stock.
that's my opinion, why i have and continue to hold shldq, and unlike others who don't actually care to do dd, and think looking at th past is a waste of time, past is prologue here and i think understand it and actually keeping with with the progress through the dockets will provide the most information.
survival of this stock is still very uncertain imo. i walked my dog day before yesterday and in the half hour i was away my shldq holding were down over $30k. not a ride for the weak of heart.
