if eddie gets an irs ruling which allows him to utilize the nols the way the sale is currently structured then you need to realize that eddie owns 100% of transform holdco. transform holdco owns 100% of everything which sears holdings sold to transform holdco.
if eddie gets the irs ruling as the sale now stands, all of the shldq stock is still with old sears which has nothing to do with lampert.
one could actually say that lampert would be screwing himself if he took in all of the shldq shares in some type of exchange because he would no longer own 100% of transform holdco because his ownership percentage would be diluted to the extent of the shares he didn't already own of shldq.
so, that's why i have said that unless eddie is required to take in the existing shareholders of shc, i don't believe he will just to be a good guy. and if he doesn't have to take in the existing shareholders as part of transform holdco, then any value for shldq shareholders will have to be found in what's left of shc (i.e. a shell with little left but liabilities). and, what little shc might have left will be quickly eaten through if shc were to be dismissed from bankruptcy because it would now be defending itself in multiple state and probably federal courts from all of the creditors who are owned money.
being dismissed from bankruptcy doesn't mean things are over for old sears. being DISCHARGED is different that being dismissed.
