8306003 Informal Interpretation

Date:
Rule:
801.2(d)
Staff:
Staff Attorney

Question

(redacted)

June 3, 1983

Dana Abrahamsen, Esq.
Staff Attorney
Premerger Notification Office
Federal Trade Commission
7 Pennsylvania Avenue, N.W.
Room 301
Washington, D.C. 20580

Dear Mr. Abrahamsen:

As I told you I would do on the telephone

today, I am writing to confirm the advice you have given

me recently with respect to the treatment of triangular

mergers, particularly those in leveraged buyout trans-

actions, for Hart-Scott-Rodino filing purposes. As a

result of our conversations, it is my understanding that

the staff prefers to review such mergers as acquisitions

of securities since that most closely describes what

actually occurs. As a result, the parties filing

Notification and Report forms with respect to such

transactions may characterize the transaction as an

acquisition of securities and do not need to report as

both acquiring and acquired companies.

During our conversations, your directed me for

guidance to proposed changes to Rule 801.2(d) (published

in the Federal Register in July, 1981) as embodying the

staffs current view of the proper treatment of such

transactions. Having reviewed the proposed changes and

discussed them with you, it is also my understanding

that, under example 1 to the proposed 801.2(d), in a

leveraged buyout the result would not change if the

company surviving the merger of the acquiring companys

subsidiary and the acquired company would be the

acquired company rather than the subsidiary as it is in

the example.

I would appreciate if you would call or

write as soon as it is convenient to confirm that my

understanding of your advice is correct. Thank you very

much for your help.

Best regards.

Sincerely,

(Redacted)

(Redacted)

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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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