1210003 Informal Interpretation

Date:
Rule:
801.2
Staff:
Michael Verne
Response/Comments:

  – 1.      Yes -treat as a consolidation 2.      Correct K Walsh concurs

Question

From:(Redacted)
Sent: Monday, October 01, 2012 9:50 PM
To: Verne, B. Michael
Subject: Consolidation/Merger Question

Mike,

In aproposed transaction, the parties will form a new holding company("Holdco"). Holdco will have two wholly owned subsidiaries, MergerCoA and MergerCo B. MergerCo A will merge into Company A with Company A survivingas a wholly owned subsidiary of Holdco and MergerCo B will merge into Company Bwith Company B surviving as a wholly owned subsidiary of Holdco. In connectionwith the mergers, the former shareholders of Company A and Company B willreceive shares of Holdco in exchange for their shares of Company A and CompanyB. As a result of the merger, the UPE of Company B will own 70% of the votingshares of Holdco and the former shareholders of Company A will own 30% ofHoldco.

Questions:

1. Should this transaction be treated asa consolidation in which Company A and Company B are both acquiring andacquired persons or as a simple acquisition of Company A by the UPE of CompanyB?

2. Can you confirm that the UPE ofCompany B will not be required to make an additional HSR filing in connectionwith its acquisition of voting securities of Holdco if it is already filing asan acquiring person in connection with the acquisition of Company B?

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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