itsmikie, I agree with you that NOLs are preserved ONLY if ownership change/merger happens during a Ch11 BK. They are lost if ownership change/merger happened outside BK. So, this BK had to happen.
I am fine as long as Creditors are NOT driving the BK and it's actually Mr. Big/savvy investors instead. Like I mentioned in last post I can't think of how 100's of creditors - each individually holding small $$ debt, can drive the bankruptcy or manage CORS after the re-org.
Finally, I argue that we get paid off not just by the virtue of a Merger. We get paid off when we are "alive" after the Merger. To that end, I could care less how that savvy group satisfies the Creditors, but they have to keep us in the re-orged CORS.
Everyone on-board with that ?
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Now, Creditors know that in case of Ch7 (Liquidation), they get CORS Cash $35M + 2009 tax refund of $149M. The 2008 tax refund of $109M is already pledged to FDIC as it was due to Corus bank which is under FDIC Receivership.
So, logically Creditors may not agree for anything less $185M. That means a debt "cancellation" of $400 - $185M = $215M.
and the NOLs get reduced by $215M i.e. from $648M (that Randy Curtis is saying in his declaration) to $433M. This is the savvy Investor's inspiration for the merger.