Sears Holdings Corp. (fka SHLDQ)

[justthefactsmam]

tsp,

he did NOT purchase the entire company. he purchased substantially all of the assets.

read the asset purchase agreement and read what a 363 sale is.

a 363 sale can be structured as Either a sale of the stock in a company OR a sale of substantially all of the assets of a company.

buying substantially all of the assets of a company IS NOT buying the stock of the company.

the apa specifically stated this was an asset sale. the words used in both the apa as well as in judge drain's 83 page order approving the asset sale took great pains to carefully describe what the sale was and therefore was not.

his order was constructed to give transform holdco the best opportunity to obtain a favorable tax ruling so that transform holdco could utilize the tax assets which were part of transform holdco's purchase price.

drain took great pains to document this purchase as satisfying the standards of a 363(f) transaction.

i'm skirting no facts here. transform holdco's purchase was an asset purchase NOT a stock purchase.