no he would not need to buy the stock.
he only needs to be a majority holder of stock in both the old and new company and some stock in the new company would have to be exchanged with stockholders of the old company.
in bankruptcy, holders of debt are considered to be stockholders for purposes of this requirement.
transform holdco's securities consideration was for 3000 shares of class b stock in holdco. these 3000 shares were to be distributed. since eddie and various of his entities held debt in old sears, and that debt was a superpriority debt, eddie will just get back some/all of those 3000 shares and that will satisfy the requirement.
at no place in the "g" reorganization requirements does it say that common shareholders will be bought out or given consideration.
eddie was a majority shareholder in the old company, he controls 100% of the new company, he purchased substantially all of the go-forward assets of old sears, holdco provided stock consideration as part of its purchase price.
while it might seem rational for eddie to purchase all of the old sears common shares because he owns 50+ million of those shares, fact is he doesn't need to. it would only dilute is already 100% ownership in holdco.
