Lehman Brothers Financial SA (LEHNQ)

[SwissCheeseAccount]

reorganization lingo appearing. this document slipped by


https://dm.epiq11.com/case/lehmantrustee/dockets

Docket # 15357

page 19


III. The Liquidating Trust Interests Should Be Exempt from Securities Registration.

The Trustee believes that the Liquidating Trust Interests are not “securities” within the meaning of either the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”). However, to eliminate the need for potential compliance with securities regulations, the Trustee seeks an order from this Court finding that, regardless of whether the Liquidating Trust Interests are “securities,” they are exempt from securities registration requirements. To be clear, the Trustee is not seeking the Court’s determination regarding whether the Liquidating TrustInterests are securities; rather, he seeks the Court’s determination that, should the Liquidating Trust
Interests ever be determined to be securities, registration exemptions apply.Interests are securities; rather, he seeks the Court’s determination that, should the Liquidating Trust
Interests ever be determined to be securities, registration exemptions apply.

Section 1145(a)(1) provides a limited
exemption from registration under federal and state securities law for an offer or sale of securities
that are:


(a) offered or sold “under a plan”;
(b) “of the debtor, of an affiliate participating in a joint plan with the debtor
or of a successor to the debtor under the plan”; and
(c) “in exchange for a claim against, an interest in, or a claim for an
administrative expense in the case concerning, the debtor or such affiliate.”

Section 1145 “shield[s] from liability under the federal securities laws those
individuals participating in the reorganization of an entity in bankruptcy” for the purpose of
“encourag[ing] satisfaction of debts or other existing interests in the debtor.”

page 26

The securities must be issued in exchange for securities,
claims, or property interests; they cannot be offered for cash.

-->Debt For Equity swap <--


This info is regarding LBI. Some here said, LBI was already sold to barclays and whats left is just a chapter 7 SIPA. Now LBI is in talks of entering a liquidating trust and leaving SIPA and possibly issuing securities. If LBI is talking about issuing securities and they are in SIPA, I'm pretty sure its possible for LBHI the ultimate parent company of all of lehman enties to do so as well.