Sears Holdings Corp. (fka SHLDQ)

[rc1968]

Holding and operating companies

While what you posted is all good information on how this structure is beneficial I think you feel that this is what Eddie will do with Transform Holdco. And he might very well do that. So the simple way is to create a new holding company which offers shares to the public which purchases the receivables from Transform Holdco and does as you outlined.

Where I feel you have gone wrong here is assuming that he would use SHLDQ for this purpose. There is no benefit to that just huge downsides. Its much easier and cheaper to just create a new public company for it (or do it with some other less toxic shell). You raise new capital and you don't have any of the baggage of an existing shell. This may speak to his comments of it going public again sometime in the future. I don't see this happening anytime soon, they have enough other stuff to deal with right now. Don't get caught up with the thoughts of well they were related companies/owners in the past and so will do things together going forward. Take that out completely, its an emotional thing and not relevant. (and they don't appear to be friendly at this point either)

I am sure there are many options for him but he is only going to do the one that is best for him. There may be 3 or 4 ways to do something but you pick the best one.

Gut feel based on your posts is that you have come up with a scenario that you feel benefits the SHLDQ shareholders that is plausible. The problem I feel is that maybe you have taken some of the things like the operating/holding company scenario and not seen the easier way to do it that in the end doesn't benefit SHLDQ. Trust me, I have made this mistake too many times to count, you get blind and entrenched in what you believe no one else sees or gets. Its not a dig at you but just something I have personally done too. So one question I try to ask is that same outcome doable in some other easier manner that is less costly and less risky. If so then take that into account.