Question
(redacted)
June 4, 1984
Dana Abrahamsen, Esquire
Premerger Notification Office
Federal Trade Commission
Room 301
6th & Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Dana:
Pursuant to my conversation with you and others in your office on June 4, 1984, it is my understanding that the Federal Trade Commissions Premerger Notification Office, would not require at any time a Hart-Scott-Rodino filing by Company C with respect to the transaction between Companies A and B in the fact situation set out below. This is true even though Company C could arguably be for some period of time considered as an ultimate parent entity of Company B.
FACTS
The filings described below all relate to a contested takeover of Company B by Company C. Company A and Bs transactions are consensual.
Company C files a Hart-Scott-Rodino Report Form for the acquisition of more that 50% of the outstanding voting securities of Company B. Company B files the necessary Hart-Scott-Rodino Report Form with respect to Company Cs tender offer. The appropriate Hart-Scott-Rodino waiting periods early terminate or expire with respect to the C-B transaction. Company A and B enter into an agreement for the transfer to Company A of 10 million shares of the outstanding voting securities of Company B (more than 15% but less than 50%) in exchange for 50% or more of the outstanding securities of an A Company subsidiary corporation. Such agreement between Company A and Company B is entered into either (i) prior to Company Cs acceptance for payment of the outstanding voting securities of Company B which have been tendered to Company C, or (ii) after Company Cs acceptance for payment but within one (1) business day after Company Cs acceptance for payment of such securities. Companies A and B file necessary Hart-Scott-Rodino Report Forms on the A-B transaction on the business day following the day on which they enter into their agreement. After the waiting period is early terminated or expires, Companies A and B may consummate their transactions.
If my understanding set out above does not in any way comport with our conversations, please notify me immediately of any corrections that you might have.
Thank you for your assistance in this matter.
Very truly yours,
(redacted)