2308001 Informal Interpretation

From:
Sent: 	ues ay, 	ugus 	, 	-
Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tue sd ay, Auqust 1, 2023 12 :44 PM
To: 	Walsh, Ka th ry n E. ; Ber g, Ka re n E. ; Musi ck, Ve ss elin a; Shaffer, Kristin; Sheinber g, Samu el I. ; Six, Anne;
Fetterman, Michelle
Subject: 	FW : Bankrupt cy/ 801.30
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Tuesda , Au ust 1, 2023 12:43:53 PM UTC-05:00) Eastern Time (US & Canada )
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: Ban kruptcy/ 801.30
Please check both the bankruptcy and 801.30 boxes on the HSR form, and submit the bankruptcy paperwork in lieu of an
agreement. The buyer should also include the required 801.30 notice letter with its filing. The w ait i ng per iod wil l be 15
days.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, August 1, 2023 10:21 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: Bankruptcy/ 801.30
:00) Eastern Time (US & Canada )
To: HSRHe lp < HSRHelp@ftc.gov>
Subject: Ban kruptcy/ 801.30
Premerger team:
I have what I hope is a quick question for you. Ho w do you hand le a fi li ng where a buyer is acquiring from a party in a
U.S. bankruptcy proceeding securities held by the party in the proceeding that are third-party shares of a di fferent
issuer/ person? This seems to be a combination of a bankruptcy fi ling (assume the sale is a 363(b) sa le after notice and
hearing) and an 801.30 fi li ng since the shares acquired are being acquired from a party other than the issuer?
Wou ld we file this as both a bankruptcy and 801.30 filing w here the buyer issues the requisite Notice Letter to the
issuer? Wou ld there be a 15-day w ait ing per iod and if so, does the issuer/ acquired person have 10 days to file or 15
days?
We have never run i nto th is scenario before and I could not find any interpretations on poi nt here.
Thank you in advance,
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