runner,
you are making an assumption with which i am at odds.
i don't believe there will be a conversion to holdco stock. i believe that shldq shares will be declared worthless, will not be exchanged, and will not be trading on any exchange.
the "two company" scenario is fact. eddie, through transform holdco, has the assets and shc has the liabilities.
the asset purchase agreement which was signed by all parties provides that sears and its debtor subsidiaries will wind down and liquidate within three taxable years from the closing date of february 11.
i don't believe there is anything left around which shc can reorganize. i believe it will just be gone along with its stock (shldq). eddie, through transform holdco, doesn't need to exchange holdco stock for shldq stock. the only securities consideration (i.e. stock) which holdco provided shc was the 3000 shares of class b securities in holdco.
it's those securities which will be exchanged and it appears the mechanics of that exchange will be that it goes to creditors only, and most likely only to the superpriority creditors, which means that lampert will just get back most or all of the 3000 shares of class b stock.
as i said, that's my analysis based on the documents, the bankruptcy code and the tax rules.
i still keep checking to see if there are any new filings which might undermine my analysis but have found none to date.
all the "arguments" against my analysis boil down to "why would eddie walk away from his 55+/- million shares of shldq stock? that's just emotion with little thought behind it.
with or without any consideration for his shldq stock, eddie already owns ONE HUNDRED PERCENT of everything that holdco purchased. how is it that anybody thinks he can possibly get more than the 100% he already owns?
i have backed up my analysis with links based on what has actually taken place. others have argued commons will be saved based on a "what if" scenario which not only hasn't taken place but which has actually been preempted by what has taken place.
nobody has provided any documentation to refute the language in the asset purchase agreement which dictates that shc and its debtor subsidiaries WILL WIND DOWN AND LIQUIDATE within three taxable years after the closing which occurred on february 11.
if shc and its debtor subsidiaries wind down and liquidate i am at a loss as to why anybody can reasonably think they have anything around which to reorganize.
ANYBODY?
