By issuing USSP as a dividend to USSE, they do not have to find a shell. Rather they issue 640M shares of USSP (or USSU or whatever) to every share holder of record. While they have not been clear regarding this, at least I have not seen a good explanation, I believe that the date of record is the end of Dec. 1, 2006. The actual issuance of the shares of USSP will occur sometime after that. There could be an interin market for "when issued" USSP shares until they are actually available to the shareholder of USSE to trade.