mike,
you were asking about sears merging with another company in order to protect their nols.
i didn't get involved with the american airlines bk and merger but others on the board did.
since sears sold substantially all of its go forward assets to transform holdco, i don't think it is a comparable situation to the american airlines and u s airways merger since unlike sears, american airlines did not sell substantially all, or maybe even any, of its assets before the u s airways merger.
therefore, since a significant portion of american airlines' business which gave rise to the nols in the first place were still retained by american airlines, i believe that was the situation which permitted the merged company to utilize american airlines nols.
this is different than the sears transaction where there doesn't appear to be a significant portion of shc's business entities left which originally gave rise to the nols in the first place.
additionally, in order to utilize the nols, it is also my understanding that the company using the nols must be in substantially the same type of business as the company which gave rise to the nols in the first place.
since us airways and american airlines were in identical businesses there was no question about that point.
if the nols remain with transform holdco, since transform holdco acquired most of the assets which gave rise to the nols in the first place they should be good. if anything, a merger of transform holdco with seritage sounds like a much better possibility than a merger with the remaining sears shell and seritage.
