Sears Holdings Corp. (fka SHLDQ)

[Mehdi]

I just did, thanks for pointing this out. Very well written.

For them to claim the NOLs, they need to prove continuity of interest under section 368(a)(1)(G).

Taken from here (page 3):
https://www.sullcrom.com/siteFiles/Publications/SC_Publication_Corporate_Reorganizations.pdf

In the legislative history to that statute, Congress stated its expectation that the courts and the Treasury Department would determine whether the continuity of interest requirement is satisfied in a potential reorganization under Section 368(a)(1)(G) by treating as proprietors the most senior class of creditors who received stock, together with all interests equal and junior to them, including shareholders. See S. Rep. No. 1035, 96th Cong., 2d Sess. 36-37 (1980).

I read this as the shareholders of OldCo needing to own a piece of the acquiring company (Transform HoldCo) for the NOLs to be used. This could be scenario 1, and if it fails then my suggested scenario could be in play as a backup plan.

What's your view ?