1210003 Informal Interpretation

Michael Verne

1.      Yes
-treat as a consolidation
2.      Correct

Walsh concurs


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


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.


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?

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