Yes, it is a proposal, but it is a proposal by the bankruptcy trustee. Do you really think they're acting against their own best interest? How many times has a white knight scenario occurred? As has been explained ad nauseam on this site, commons only survive if creditors are made whole. No one with an IQ over 10 is going to payoff $6 billion in debt to gain nothing in return. The NOLs are going to the new Sears, this is documented in the court filings. Even if they don't, $1.5 billion or so in NOLs is still a lot less than $6 billion in debt.