0610015 Informal Interpretation

us-ftc-hsr-informal-interpretations-124d4528a25d008d91db9b4532e837240610015 Informal InterpretationGuidance

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Date
Rule
15 USC 18a(c)(10) 7A(c)(10)
Staff
Michael Verne
Response/Comments
1. Writer advised that the agreement required the stock to be issued to seller prior to the acquisition by BuyCorp, so BuyCorp is the UPE acquiring person. 2. Confirm

Question

From:(redacted)

Sent:Wednesday, October 11, 2006 12:38 PM

To:Verne, B. Michael

Subject:HSR Question

Mike,

I'm working on a deal where BuyCorpis a newly-formed entity, and is currently held 50-50 by those who formed it. BuyCorp,through a series of wholly-owned subsidiary holding companies, will acquireTarget from Seller. At closing, Seller will get 15% of BuyCorp, such that, as aresult of the transaction, Buyer will be its own ultimate parent.

Two questions:

(1)Can you confirm that BuyCorp should fileas the UPE on the acquiring side because it will be its own UPE at the time ofclosing?

(2)Can you confirm that Seller'sacquisition of 15% of BuyCorp (valued at more than $56.7 million) is exemptunder 15 U.S.C. 18a(c)(10)? BuyCorp's only holdings will be the intermediate holding companies(all shells) and Target.

Thanks,

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