Sears Holdings Corp. (fka SHLDQ)

[justthefactsmam]

people in hell are looking forward to ice water but that doesn't mean they are getting it.

transform holdco issued 3000 class b shares to sears holdings and certain of its subsidiaries who filed for bk. that was described in the asset purchase agreement as the "securities consideration".

those shares will be given right back to lampert and that, i believe, will be the only shares exchanged between sears holdings and certain of its subsidiaries and transform holdco.

eddie is the majority shareholder of shldq as well as the majority creditor. in bankruptcy, his position as a creditor is treated as being a stockholder. it will be through that treatment of his debt position that he will be getting the tax attributes without needing to do anything with his or anybody else's common shares.

this is described very clearly in the tax laws but nobody wants to read it. they only want to say it would be bad pr for eddie to ditch commons.

remember, eddie said he could do things as a private company which he couldn't do if he needed to deal with shareholders. eddie has stated he intends to keep transform holdco private and at some time down the road (maybe 3 years or so) go public to be able to access funds.

until he gets his ducks in a row (if he is ever able to do that) he won't be taking holdco (or whatever new company he might use like say for instance sears hometown and outlet store) as his vehicle.