9111017 Informal Interpretation

November 26, 1991

HAND DELIVERY

Thomas Hancock, Esq.
Federal Trade Commission
Premerger Notification Office
Room H-303
6th St. and Pennsylvania Avenue, NW
Washington, D.C. 20580

Dear Mr. Hancock:

I am writing this letter to confirm the oral advice you provided yesterday regarding the nonreportability of the following transaction:

A controls 100% of the voting securities of B, a corporation in Chapter 11 bankruptcy which has defaulted upon its bonds. Pursuant to a Court-
approved reorganization plan, Bs current bondholders will exchange their
bonds for voting securities in two new corporate entities, B-1 and B-2,
that together will control substantially all the assets previously held by B.

You indicated that the exchange of Bs bonds for voting securities in B-1 and B-2 by each of Bs bondholders would be exempt from any Hart-Scott-Rodino Antitrust Improvements Act filing requirements, based upon 16 C.F.R. Sec. 802.63(a) of the Hart-Scott regulations.

You thus indicated that the exchange of bonds for voting securities by each bondholder, regardless of the particular facts concerning the size of person or transaction or the bondholders business, would qualify under Sec. 802.63(a) as: (1) an acquisition upon default or in connection with a bona fide debt workout; and (2) an acquisition made by a creditor in a bona fide credit transaction entered into in the ordinary course of the creditors business.

If the above does not accurately reflect the advice you provided, please telephone me immediately.

Thank you very much for your time and assistance.

Very truly yours,

(redacted)