0009006 Informal Interpretation

us-ftc-hsr-informal-interpretations-b80e2fd0a4579a4ee548a985fd074a0d0009006 Informal InterpretationGuidance

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Date
Rule
801.4, 802.2(d), 802.4
Staff
Michael Verne
Response/Comments
This is not an 801.40 analysis. We would treat this as a "consolidation"' Company A is deemed to have acquired all of the assets of partnership B and partnership B is deemed to have acquired all of the voting securities of Company A. Since all of the assets of both are exempt under 802.2, both acquisitions, as well as acquisitions of NewCo voting stock by shareholders/partners of A & B, would be exempt from filing.

Question

[redacted]

From: [redacted]

To: "mverne@ftc.gov"<mverne@ftc.gov>

Date: Tue, Sep 19, 2000 5:57 PM

Subject: HSR Issue

Hi Mike - I wash hoping that you could confirm that no filing is necessary in the following situation.

Company A and Partnership B (both of whom are homebuilders) will form NewCo. Company A will contribute all of its voting securities (by way of a reverse triangular merger) in exchange for voting securities of NewCo. Partnership B will contribute all of its assets to NewCo in exchange for NewCo voting securities. Assume that under 801.40 both A and B are $100 million entities and the NewCo will have total assets of more than $10 million. Assume further that the assets held by Company A and Partnership B are all exempt under 802.2 (included are raw land, homes under construction, good will, cash, receivables and prepaids). Therefore, under 802.4 the transaction would be exempt.

Thanks - I have [redacted] My new phone number is [redacted]. Hope you had a nice vacation.

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cc:[redacted]


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