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U.S. Securities and Exchange Commission

Securities Exchange Act
Rule 12g-3

September 29, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance


Sun Healthcare Group, Inc.
Incoming letter dated September 28, 2010

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • New Sun may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Forms S-3 and S-8. The Company’s reporting history under the Exchange Act may also be used in determining whether New Sun “meets the requirements for use of Form S-3” within the meaning of Form S-4.
  • The Division will not object if New Sun, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Company’s currently effective registration statements on Form S-8, provided that New Sun adopts the Company’s registration statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
  • The Restructuring will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and New Sun will be an “accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
  • The Company’s Exchange Act reporting history may be taken into account when determining New Sun’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • New Sun may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.
  • Persons who have filed ownership reports on Schedule 13D or 13G for Company shares will not be required to file any additional or amended statements on Schedule 13D or 13G as a result of the Restructuring, provided they note in their next subsequent filing that New Sun is the successor to the Company.
  • After consummation of the Restructuring, New Sun may succeed to the Commission file number currently used by the Company.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


/s/ Michael J. Reedich
Michael J. Reedich
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 09/30/2010