Replies to post #20398 on Sears Holdings Corp. (fka SHLDQ)

[Emptyhead]

Each Subsidiaries are independent from the parent. They have their separate financials; Debt covenants and Assets. As long as the parent does not use the assets of the subsidiary in a debt covenant/colateralized then all is well.

[justthefactsmam]

linda,

all of the debtor/subsidiaries of shc which entered into this bankruptcy had their on tax identification numbers as you will notice from footnote 1 in the caption (in re: sears holdings corporation, et al, debtors) to the filings:

it's my feeling all of these subsidiaries, even though they had their own tax id #'s that their results were consolidated when shc filed its returns. i also believe these subsidiaries were probably wholly owned by shc.

as to the non-debtor affiliates, shc probably had only a minority stake in them which is why they were not included as debtors in the bk filing.

the reason i think each of the subsidiary debtors were wholly owned is that there would have been much more wrangling about going bk by them if they were being dragged into bk as minority owners by shc.

it's also my feeling that if shc were to convert to a chapt 7 that shc would have to liquidate its minority interest as opposed to the companies which were in the the position of holding a majority interest having to also liquidate.

i would imagine good business practice when sears entered into those affiliations would have been some type of language about one buying out the other in the event of a bk or some type of indemnification.

also, if you look at the apa signature pages, lampert signed for transform holdco. since lampert stepped down as ceo but retained his chairmanship in sch, it would not have been appropriate for him to sign on behalf of sch. the interesting thing, which i think supports sears complete ownership in those other debtor/seller entities is that rieker signed on behalf of each of them as some type of senior officer and/or a director of each of those companies. you can see this from all of the signature pages which follow at the end of the apa.

the only exception was for sears reinsurance, a bermuda company, which was signed by robert phelan, its president who agreed on behalf of sears re: to be bound by the terms of the apa.

also, i don't believe it was an issue of profitability which determined why some didn't become debtors, i feel is was an issue related to % of ownership by shc. i.e. shc was a minority owner.

again, hope those companies don't come back to bite me but like you i have not researched them enough for answers and don't really intend to.