Replies to post #17470 on Sears Holdings Corp. (fka SHLDQ)

[BeamMeUpScotty]

Yeh I don’t think that Judge Drain will allow it. It’s not like they didn’t have enough time to file before 26 January. It’s just that they expected liquidation to go ahead rather than a rescue plan for the majority of the company and its employees

[justthefactsmam]

The Debtors are at a critical juncture in these cases. Specifically, the
Debtors are in the midst of securing Court approval of a going concern sale of the Company. If the Exclusive Periods are not extended and control of the administration of the Debtors’ estates is improperly wrested away now, it could ruin the Debtors’ prospects of confirming a chapter 11 plan. Such an outcome is contrary to the fundamental objectives of chapter 11 and should not be permitted. Even if the going concern sale is not achieved, the Debtors simply have had insufficient time to negotiate a chapter 11 plan with their constituents. To say that the workload has been enormous is truly an understatement. As the professional fee statements attest, these efforts have been all-consuming. Termination of the Exclusive Periods at this critical juncture in these chapter 11 cases would defeat the very purpose of section 1121 of the Bankruptcy Code— to afford the debtor a meaningful opportunity to propose a confirmable chapter 11 plan based on
adequate information that maximizes value and that is fair and equitable to all of the Debtors’ economic stakeholders. Accordingly, for the reasons set forth herein, the Debtors’ request for an extension of the Exclusive Periods should be granted.

[linda1]

It could very well be that the $5 B in NOLS
- as of Feb 3, 2018 - will remain with Sears Holdings
and that is why the NOLs are oddly omitted in
the APA.

And if this is correct, Sears Holdings will likely reorganize
with one or more of its businesses after liquidating
the rest - maybe the reason for the extension of POR -
to preserve the NOLs.

This is very similar to the WMIH situation with
$ 6+ B in NOLs. And after bankruptcy merged to
utilize the NOLs.

I’m sure the Debtors and ESL have considered with
the advice of Lawyers if the Tax Attributes will best
be preserved by transferring them to Transform Holdco
in the 363 Sale or by a Reorganized Sears Holdings.

If it is a reorganized Sears Holdings it could later merge
with Holdco to utilize the NOLs.