1211001 Informal Interpretation

Janice Johnson

- Informed writer that there are two transactions here. The
transaction value of the first is $80MM, in which the business is being sold.
The other transaction is the reinvestment of $15MM by the seller group into
the company. K Berg concurs.


From:              (Redacted)

Sent:                Friday, November 02, 2012 3:08 PM

To:                   Johnson, Janice C.

Subject: RE:     Deal inquiry about application of HSR to the situation

Thatis correct. That is their rollover investment in newco by the seller and theirmanagement group.

From: Johnson, Janice C.
Sent: Friday, November 02, 2012 2:06 PM
To: (Redacted)
Subject: RE: Deal inquiry about application of HSR to the situation

(Redacted) , the purpose of $15MM back into thecompany has nothing to do with paying off debt, but to obtain the 36% interest?

From:          (Redacted)
Sent:            Friday, November 02, 2012 12:00 PM
To:               Johnson, Janice C.
Subject:       Deal inquiry about application of HSR to the situation

Ms.Johnson, As I explained to you I have a client that is selling their companyfor $80 million. The transaction is an asset purchase by the acquirer. At the close of the transaction the seller and certain of the key management team will invest $15 million of the proceeds back into the new company that will be theongoing company from the date of the transaction. The seller group that investsthe $15 million back into the new company will own apprx. 36% of the newentity. I would like to have the FTC tell me if Hart Scott Rodino applies to this transaction as it will delay the deal for the 30 day window from the filing of the fees that would apply if this transaction is subject to HSR. The net on the deal to sell is $65 million so we need to understand whether or not HSR does apply.

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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