You are omitting that the value of the SHLDQ Shareholders’ Equity Interest has now dropped by $ 5 + B after yesterday’s Sale to Holdco.
So unless all or most of the NOLs/ Tax Attributes remain with the Debtors I do not see how Lampert/ESL can expect to recover all of their initial investment costs in SHLDQ Commons.
PLUS - the Chapter 11 Bankruptcy Code states that all Debts ahead of the Common Shareholders must be paid in full first before the Commons receive any recovery - unless otherwise voted for in a POR.
That is why the SHLDQ Equity Holders were not alloted any of the Holdco Securities Consideration. There are $ 3.3 + B Unsecured Creditors ahead of the Commons that have to be paid in full first.