Based on the facts below, this transaction should be filed as an acquisition by A of substantially all of the assets of B.
Question
Please confirm whether a merger of two mutual insurance holding companies as described below should be treated as an asset acquisition or an acquisition of noncorporate interests for purposes of reporting in an HSR filing the type of interests being acquired.
Each of the merging entities, Mutual Insurance Holding Company A (“Corporation A”) and Mutual Insurance Holding Company B (“Corporation B”) is a corporation under applicable state law. However, the entities do not have voting securities based on prior PNO guidance. See Informal Interpretation 1906012. In the case of each, policyholders in a subsidiary are its members with each policyholder, regardless of the number of policies held, getting one vote for the election of directors to the mutual insurance holding company board.
Corporation B will be merged with and into Corporation A with Corporation A as the surviving corporation. As a result of the merger, the membership interests in Corporation B will be extinguished and replaced by membership interests in Corporation A.
Thank you for your assistance.