lg,
thanks for the response. as i have said before, i am always looking at these documents and underlying bk code/irs rules to see if i can find a loophole where the commons could be left behind while eddie saves himself.
i guess i was looking at it not so much from the discrimination standpoint but purely as a box checking exercise.
box 1: was there a majority shareholder in the old company who held that position for at least 18 months? ANSWER, yes, eddie did.
box 2: is there a majority shareholder in the new company who was the same shareholder as in the old company? ANSWER, yes eddie is.
now why couldn't it be that by checking both of those boxes, eddie's new company, transform holdco gets the tax assets just based on being able to check those two boxes without having to actually exchange stock.
my nit picky self is just looking at the words. i find no place where those two requirements are set out that old stock actually has to be exchanged for new stock in order to satisfy the requirement.
that's what i mean by a "loophole". not sure if it is really a loophole or just paranoia but that is why i am uncertain about the commons being saved.
if it is just a box checking requirement, eddie is absolutely no worse off by not having his shldq stock exchanged for shares of transform holdco since he already is the 100% owner of transform holdco. any exchange of ALL of the shldq stock would only serve to reduce eddies' 100% position in transform holdco.
it's the above uncertainty that led me to reduce my holding in shldq by 75%. while i may flip some, at this point i'm waiting to either see a por filed or results from an irs private letter ruling about the nols and tax credits before adding back to my position.
and, on the point of the por, the way the asset purchase agreement reads, that, in itself, is a bankruptcy plan. "bankruptcy plan" is a defined term in the apa i believe, and since the apa was a document entered into jointly by transform holdco and shc (together with the other filing debtors) that just makes me wonder as well. could that apa be the only "bankruptcy plan" we see?
lots of questions and still waiting for more clear cut answers.
