RegAlert2010-09-29
Added · Updated
SEC Division of Corporation Finance no-action letter: Sun Healthcare Group, Inc.
The SEC Staff confirmed it will not recommend enforcement action against Sun Healthcare Group, Inc. regarding its proposed restructuring into New Sun and Sabra Health Care REIT, Inc. New Sun is authorized to succeed to the Company's registration status, filer status, reporting history, and Commission File Number, while holders of the Company's common stock are exempt from additional Schedule 13D or 13G filings resulting from the exchange of shares. The Staff further determined that dealers are exempt from specific prospectus delivery requirements and that New Sun may utilize the Company's prior public information for Rule 144 compliance and post-effective amendments to registration statements.
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O'MELVENY & MYERS LLP
BEIJING 1625 Eye Street, NW NEW YORK
BRUSSELS Washington, D.C. 20006-4001 SAN FRANCISCO CENTURY CITY SIIANGIIAI 1I0NC KONG TELEPIIONE (202) 383-5300 SI LICON VAI.LEY FACSIMII.E (202) 383-5414 I.ONDON www.omm.com SINGAPORE LOS ANGELI':S TOKYO NEWPORT BEACII Securities Exchange Act of 1934 Rule 12g-3 and 12b-2
Section 13(d) and (g)
Securities Act of 1933
Forms S-3, S-4 and S-8
Section 4(3) and Rule 174
Rule 144
Rule 414
September 28, 20 10
VIA E-MAIL TO: CFLETTERS@SEC.GOV
Thomas Kim, Chief Counsel
Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission lOO F Street, NE Washington, D.C. 20549 Re: Sun Healtltcare Group, Inc. Request (or No-Action Relief Dear Mr. Kim:
We represent Sun Healthcare Group, Inc., a Delaware corporation ("Sun" or the "Company"), and its wholly owned subsidiaries, SHG Services, Inc. ("New Sun") and Sabra Health Care REIT, Inc. ("Sabra"), in connection with Sun's proposed Restructuring (defined below) in which, among other actions, it will separate substantially all of its owned real property assets from its operating assets. At the conclusion of the Restructuring, the Company will be split into two separate publicly-traded companies - one of which, New Sun, will continue to conduct the Company's historical operations, including all of the Company's business segments, and the other of which, Sabra, will hold substantially all of the Company's owned real property assets, assume Sun's mortgage indebtedness related to such real property, lease such real property to New Sun and seek to make additional healthcare real estate investments unrelated to the operations of New Sun. The Restructuring is more fully described in Section II of this letter. On May 24, 2010, the Company issued a press release announcing its intention to effect the Restructuring. On that same day:
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SEC published 7 documents in the last 30 days. We email you each new one the day it's published.