0907010 Informal Interpretation

Date

July 16, 2009

Rule

801.40, 802.4

Staff

Michael Verne

Response/Comments

exempt assets exceeds $65.2 MM then B files. 2. The acquisition price is the fair market value of 55% of the voting securities of Newco (taking into account all of the assets B1 and C1) held by Newco. 3. If the fair market value of B1's non-exempt assets exceeds $65.2MM then C files. 4. The acquisition price is the fair market value of 45% of the voting securities of Newco (taking into account all of the assets B1 and C1) held by Newco. 5. Yes

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Question

From: (redacted)
Sent: Thursday, July 16, 2009 3:24 PM
To: Verne, B. Michael

Subject: JVquestion 801.40

Mike the questionIs whether this is a JV filing. Facts

1. B, buyer, sets up Newco (corporation) and contributesits subsidiary B1 to Newco in exchange for 55% of the voting securities.

2. C contributes its subsidiary C1 to Newco In exchangefor the remaining voting securities.

HSR

1. B contribution of B1 to Newco exempt 802.30. If thevalue of C1 is $65.2 million or more an HSR filing required by B unlessotherwise exempt

2. The acquisition price for B would be limited to 55%of the value of C1.

3. C's contribution of, C1 to Newco exempt. 802.30. Ifthe value of B1 is $65.2 million or more an HSR filing required by C unlessother wise exempt

4. The acquisition price for C would be limited to 45%of the value of B1.

5. Is this an 801.40 HSR?

0907010 Informal Interpretation

Question

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