This is not a sale, not even a sale for $1 (and of course with debt obligation).
It is giving away an option plus paying management fees.
In other words,
*if there is no value left, Wellington doesn't have to take it over, and the debt will remain with Octavia;
*if there is value left, Wellington has the call option to get at a good price;
Plus, Octavia is paying management fees to Wellington.
This is criminal.