indication of further intent of transform/holdco to acquire tax assets
in addition to the nols, shc indicated there were around $1 million of mostly foreign tax credits. unlike nols which serve to reduce the reported income for calculating taxes owed, a tax credit is an actual reduction, dollar for dollar, in the amount of taxes owned.
so, for instance if after applying the nols you owed $100, in taxes, you could use available tax credits to reduce or fully eliminate the amount of taxes owed.
this cut/paste section is from the first amendment to the apa signed on february 11, 2019 and it applies to foreign entities of shc which transform holdco may need to qcquire. ________________________________________________________________
b) If, at any time prior to the date that is sixty (60) days after the Closing Date, Buyer determines (in its sole discretion) and notifies the Seller that it is necessary or desirable to acquire other minority equity interests in non-U.S. Persons held by Subsidiaries of the Seller (other than any Subsidiary who is a Seller (including, if agreed between Buyer and Sellers, through transferring the equity of any such Subsidiaries holding such minority equity interests)) so as to ensure that Buyer or the applicable Assignee shall be able to secure the benefit of the applicable Acquired Foreign Assets, Buyer may elect, by written notice delivered to the Sellers, to acquire such other minority equity interests directly from the Seller it being agreed by the Parties that such equity interests will be deemed to be Acquired Foreign Assets for the purposes of this Agreement. Following any such election, Buyer and the Seller shall promptly execute all documentation required to effectuate the purchase and sale of such other minority equity interests under applicable Law. If (i) the proposed transfer of any such other minority equity interests triggers any right of first offer, right of first refusal or other preemptive right by a third party and (ii) such third party exercises such right of first offer, right of first refusal or other preemptive right, then the Sellers shall pay or cause to be paid to Buyer any consideration received by the Sellers or their Subsidiaries resulting from such exercise (and such transfer shall be deemed to satisfy the Sellers’ obligation to sell, transfer, assign, convey or deliver the applicable other minority equity interests).”
