orion,
simply doing a merger with shldq was an option eddie had at the very beginning. he chose not to do that so that he wouldn't have to assume all of the creditor liabilities he was able to avoid by having this transaction considered as one satisfying the standards of a 363(f) sale.
if he were to somehow now decide to merge back with shldq, then he would also be taking on all of those liabilities he successfully avoided by structuring the transaction the way he did.
i've posted many times before why i don't think a reverse merger or whatever term anyone wants to use is feasible. HOWEVER, if eddie doesn't get a favorable ruling on the nols then i suppose anything is possible.
i've also said that one of my fears when examining the "continuity of proprietary interest" provision is that only 50% of the shareholders in the old company are required to be shareholders in the new company.
can this provision be met by only considering eddie's stock ownership.
eddie wouldn't have to even buy his own shares, much less those of us who currently own shldq, if the provision only states that 50% of the shareholders of the "selling" company, i.e. shc) have to also be shareholders of the "purchasing" company i.e. transform holdco.
believe me, if that is a exploitable loophole, don't you think eddie will use it to screw us?
that's one reason why i posted last week that i had sold off 3/4 of my position.
if/when shc files a por, we should know with certainty the status of the shldq shares. until that time, it's guesswork.
