Replies to post #16367 on Sears Holdings Corp. (fka SHLDQ)

[linda1]

I quite understand what you are saying. I can’t
figure it out clearly either.

Perhaps I am incorrect and the POR will execute
a SHLDQ share(s) for a Holdco Share.

Is there not a Disclosure Statement that is filed
with a POR? It will show what Assets and Liabilities
are still in the Estate after the Sale to ESL.

If the Assets exceeds the Liabilities then the
Creditors/Shareholders could receive additional
monies from a Liquidation if the Expenses are
not too high.

[howaboot]

WHO gets the NOL in this scenario?

[linda1]

In reviewing again the “ Order to Approve the
APA “ I noted 9 times in which it stated
“ free and clear of “.

In only 1 time did it include “ security interests “
and in that time it used the word “ may “
- which means possibly.


PG 13 -

“ P. Satisfaction of Section 363(f) Standards.
The Debtors MAY sell the Acquired Assets
free and clear of all liens, claims (including
those that constitute a “claim” as defined in
section 101(5) of the Bankruptcy Code),
rights, liabilities, ..........security interests,...... “


In the other 8 times only “ Claims “ is stated as
in this example:


PG 15

“ Q. The Buyer would not have entered into
the Asset Purchase Agreement and would
not consummate the transactions contemplated
thereby if the sale of the Acquired Assets
was not free and clear of all Claims “.


The APA defines “ Claims “ in this way:


“ Claims” shall mean all rights to payment,
whether or not such right is reduced to
judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable,
secured, or unsecured; or rights to an
equitable remedy for breach of performance
if such breach gives rise to a right to payment,
whether or not such right to an equitable
remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured,
in each case, of whatever kind or description
against any Person. “.


I do not think the APA’s definition of “ Claims “
includes SHLDQ - which is Equity and not Debt.


And so the “ Order Approving the APA “ is
not clear and definitive on whether SHLDQ
will be included in the Sale or “ free and
clear “ of the Sale.


If SHLDQ is included in the Sale then the
Share Structure is unaltered and the NOLs
are protected. And plus it makes more
sense to not cancel SHLDQ.