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§ 363 Sales - Representing the Buyer - Part 5

Part 5 - The Master Class series on representing strategic buyers of bankruptcy assets covered key provisions in the sale order, the sale hearing process, and post-hearing steps. Key provisions include a good faith finding under Section 360 3m, ensuring the purchaser is not an insider, and a fair auction process. The sale order should detail assets free of liens and approve cure amounts for contracts and leases. Governmental agencies must accept the sale order, and no transfer taxes should be due. At the sale hearing, the debtor must prove the highest and best offer, supported by affidavits and financial experts. Post-hearing, preparations for closing are crucial, including obtaining necessary approvals and drafting ancillary documents.

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Keywords:

pro buyer provisions, sale order, bankruptcy court, good faith finding, asset purchase agreement, highest and best offer, liens and encumbrances, governmental agencies, transfer taxes, local licenses, sale hearing, purchase price, financial experts

Duration:

15 minutes 20 seconds

Samuel S. Kohn is a partner in the New York office of Dorsey & Whitney LLP and practices in the
area of business reorganizations, including complex chapter 11 cases and out-of-court restructurings.
He represents large corporate debtors, creditors’ committees, secured lenders, distressed-asset-acquirers,
investment funds and banks. His experience spans a broad range of industries, including airlines, mu-
nicipalities, health care, retail, real estate, food, financial services, energy, telecommunications, enter-
tainment, manufacturing and shipping. Mr. Kohn has been involved in virtually every major municipal
restructuring in recent memory, both in and out of court, including the chapter 9 cases of Detroit and
Jefferson County, Ala. In addition, he has represented major creditors in out-of-court restructurings of
municipalities, including municipal debt issued by Harrisburg, Pa., Scranton, Pa., Atlantic City, N.J.,
and Hartford, Conn. Mr. Kohn has authored numerous articles and is a frequent panelist on issues relat-
ing to municipal restructurings. Prior to becoming a lawyer, he was a Certified Public Accountant in the
State of New York and founded and managed his own accounting firm. Mr. Kohn received his B.A. from
City University of New York, Queens College and his J.D. cum laude from Brooklyn Law School.

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