Sears Holdings Corp. (fka SHLDQ)

[justthefactsmam]

steven,

don't get ahead of yourself.

the loophole was not explained away in this article.

that loophole concern is can the requirement be met based on eddie's stock and debt ownership alone?

since he is a majority owner of old sears and a majority owner of holdco, that to me suggests the nols can go to holdco without taking the remaining shldq stockholders.

at no place in the rules, law or this article does it say that ALL shareholder of the old corporation must be shareholders of the new corporation.

also remember there was a securities consideration component of the apa. eddie provided 3000 shares of class b securities in holdco to sch and the other debtors to be distributed in accordance with the distribution agreement.

it's not beyond the pale to think that the "superpriority" credit (owned by eddie) might get shares of this class b stock. if this were to occur, then not only would eddie have "stock" in both the old and the new company, but he would also end up as a creditor of the old company being issued stock (class b stock) of the new company.