Replies to post #17700 on Sears Holdings Corp. (fka SHLDQ)

[linda1]

There is zero stated in the APA that the NOLs and
other Tax Attributes will be included in the 363 Sale.

PLUS why would the Debtors state as follows if Holdco
is to receive the Tax Attributes upon the approval and
closing of the 363 Sale:


“ The Debtors have commenced formulation
of a chapter 11 plan and are evaluating
the contours of a potential plan including
the Debtors’ significant Tax Attributes “

PLUS if the Debtors are planning to Liquidate
after the 363 Sale is approved why did they
say that they needed more time to get an
Agreement with the Creditors on a POR -
as the reason for extending the POR filing date?

[linda1]

I reviewed PGS 85 & 86 again and if the
“ Securities Consideration “ includes both new Holdco
Common Stock and new Holdco Series A Warrants
then that would fit PG 85.


The Debtors may still own significant property value
after the remaining Stores are liquidated - and if the
ones owned by Sears are not sold - which it could
emerge from Bankruptcy with.
This would fit PG 86.


If the Debtors are planning to liquidate after
the 363 Sale is approved and Closed why would
it extend the POR filing date so that it could have
more time to discuss a POR with the Creditors?


It is my understanding that a POR is only for if
the Debtors intend to reorganize
and emerge from bankruptcy. Where does it state
anywhere that the Debtors plan to convert to a
Chapter 7 Liquidation if the 363 Sale is approved?


If the Tax Attributes remain with the Debtors then
I would think that Holdco would want to merge with
a reorganized Sears to utilize the NOLs. It could be
that the Tax Attributes are divided between the 2
Companies and plus the liquidation of the remaining
Stores that Holdco did not buy will likely also increase
the NOLs.


It does not look to me like any of the “ Securities
Consideration “ will be the Holdco Equity that ESL
will receive for converting the Debt of $1.3 B.


Could I be reading this wrong and it will be
the Debtors who will receive the $ 1.3 B in
new Holdco Common Stock? How is cancelling
a $ 1.3 B Debt a buyout payment if the Buyer
is receiving equal value in new Holdco Stock?