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In an asset acquisition, paying off debt & assumption of debt are treated the same. This is a $75MM transaction.

02/08 /2007 I agree with all 3 conclusions.

The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...

Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...

The loan payoff does not change the analysis in the acquisition of non-corporate interests. Item 6 is required because it is not an assets acquisition.

If the acquisition price in aggregate is established, that is the value of the transaction. There is no need to individually value the various entities.

Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...

Yes - you can do it on one filing if you know the identity of the co-investor who will potentially control. File as if the co-investor already controls the LLC and an officer or director or managing...