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0202008 Informal Interpretation
us-ftc-hsr-informal-interpretations-c8ea38782c53eda4ac7e91c4ac85194e0202008 Informal InterpretationGuidance
Date
Rule
802.30 7A(c)(3)
Response/Comments
Advised that the acquisition of the remainder of Cs voting stock by A would be exempt under 7A(c)(3) or 802.30. Since A already holds in excess of 50%. Any current shareholder of C who would receive in excess of $50MM of As voting stock in the exchange would have a potential reporting obligation.
Question
From: [redacted]
To: mverne@ftc.gov
Date: 2/26/02
Subject: HSR Question: Stock Swap
Hi Mike:
Quick question:
A US company holds 100% of a UK subsidiary, which in turns owns 60% of a sub (the other 30% is held by management and others). The US parent would like to make the UK subs fully owned and to that end want to bring about a stock swap whereby each shareholder in the UK sub gets an equivalent value of stock of the US company and relinquishes its UK stock. At this point, I am not sure if the value of the stock at issue is over or under $50MM, but as this is an even swap with no one acquiring anything new, could this require a filing if the threshold is met?
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