I don’ t understand why you think that the SHLDQ shares could still be exchanged for Transform Holdco/NEWCO Shares - in the POR.
All ESL had to do was offer $ 5.00 a Share for the SHLDQ 109 M O/S and it would own all of Sears and its NOLs, plus would receive back $ 5.00 a Share for its own Common Shares.
It is obvious that ESL did not want all of the Liabilities of the Unsecured Creditors and some of the Senior Creditors for they were omitted from the 363 Sale.
Plus the Commons cannot receive any new Shares until the Creditors are paid in full.