Facilitator Guide

The 363 Sales Process

Facilitator Guide

The 363 Sales Process

Topic: Restructuring
Duration: 1 hr
Format: Remote or in person

What’s covered

Timelines for 363 sales
Stalking horse bidders and marketing
Asset purchase agreement (APA)
Bidding process
Auctions
Court approval and closing

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/the-363-sales-process/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

The 363 Sale Process

A discussion of the phases, process, and timeline in a 363 Sale. Includes marketing, stalking horse bidders, the APA, bidding procedures, the auction process, and court approval and closing.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What is a stalking horse bidder?
What are the advantages and disadvantages of being a stalking horse bidder?
How does the APA in a 363 sale typically differ from nonbankruptcy APAs?
What is a topping bid and what amounts does it generally include?
What is credit bidding and who can do it?
What does the company need to show in order to get court approval of a 363 sale?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Restructuring topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.