Replies to post #19573 on Sears Holdings Corp. (fka SHLDQ)

[linda1]

It is not a risky statement - it is a fact.


The only part of the APA that could have included
the SHLDQ Shareholders is the Holdco Securities
Consideration that is to be paid to the Debtors
on the Closing Date of the Sale.


A new filing shows zero of the Holdco Securities
Consideration is to be paid to SHLDQ Shareholders:



The Securities Consideration shall comprise
3,000 Class B Preferred Units of Newco,
with an aggregate liquidation preference
of $300,000 and otherwise subject to the
terms and conditions set forth in the
Amended and Restated Limited Liability
Company Operating Agreement of Newco
as in effect on the Closing Date and as may
be amended from time to time thereafter.

2. The Securities Consideration delivered
to the Sellers pursuant to Section 3.3 of the
Agreement shall be allocated among the
Sellers that are Debtors in accordance with
the Allocation Schedule. The Allocation Schedule
shall identify the amount of cash, Securities
Consideration (including any fractional units)
and credit bid debt that is allocable to each transfer
of Acquired Assets contemplated by the
Agreement (a “Transfer”).

3. As soon as practicable after the Closing, each
Seller other than SHC shall distribute the Securities
Consideration received by it (whether directly in
respect of a Transfer by it or pursuant to the
Distribution Requirement from a direct or indirect
subsidiary) to its equityholder(s) pursuant to
the Distribution Requirement, subject to item 5 below.

4. As soon as practicable thereafter (and effective
as of the Closing Date), SHC shall distribute the
aggregate Securities Consideration received by
it (whether directly in respect of a Transfer by it
or pursuant to the Distribution Requirement from
a direct or indirect subsidiary) ratably to holders
of Senior Second Lien Obligations pursuant to the
Amended and Restated Security Agreement, dated
as of March 20, 2018, among SHC and certain of its
Subsidiaries, as Grantors, and Wilmington Trust,
National Association, as Collateral Agent, with any
fractional preferred units otherwise determined for
any single holder being rounded up or down to the
nearest whole unit, subject to (x) item 5 below
and (y) with respect to each holder, receipt of
evidence reasonably satisfactory to SHC of an
exemption under applicable securities Laws for
the transfer of the applicable pro rata portion
of the Securities Consideration to such holder.