i don't believe "all is golden".
the reason for this filing and the subsequent order was to establish that eddie is a substantial owner of stock and debt in old sears. the reason this was/is necessary is that in order for transform holdco to preserve the tax assets there has to be a majority owner in transform holdco who was also a majority owner in old sears. that majority owner is eddie.
as i have posted previously, it is my belief that eddie can satisfy this requirement alone and that he does not need to bring along the remaining common stockholders to do this.
if eddie were to declare his stock worthless (by making some claim on a tax return his holdings in old sears, i.e. shldq and debt, then he would be voiding his ability to claim majority ownership in old sears for a period of 18 months prior to the tax asset issue becoming effective.
if you see paragraph 10 of the order cut/pasted below, you will see all of this was done to preserve the tax reorganization status so that eddie could claim nols under transform holdco.
this is precisely what the bloomberg article discussed and what has been discussed on this board previously.
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10. The relief granted in this Order is intended solely to permit the Debtors to protect, preserve, and maximize the value of their Tax Attributes; accordingly, other than to the extent that this Order expressly conditions or restricts trading in interests in, or Claims against, the Debtor or making worthless stock deduction claims with respect to interests in the Debtors, nothing in this Order or in the Motion shall, or shall be deemed to, prejudice, impair, or otherwise alter or affect the rights of any holders of interests in, or Claims against, the Debtors, including in connection with the treatment of any such interests under any chapter 11 Plan or any applicable bankruptcy court order.
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remember, these were part of the first day motions entered when sch and the other debtors filed for bk. at that time they didn't know they would be selling substantially all of their assets to transform holdco. whether a new company merged with shc and its related debtors or there was a sale to some other entity (in this case, transform holdco), they needed to establish who was a majority stockholder prior to the filing. remember all of the sec filings which eddie filed on behalf of himself, esl, jpp II and rbs et al. that was to fulfill this requirement.
your comment about >50% mew equity to old commons is ENTIRELY satisfied by eddie's ownership interest.
AI
