9909003 Informal Interpretation

us-ftc-hsr-informal-interpretations-d59d4f13986063dc0d586e3c0727ac719909003 Informal InterpretationGuidance

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Date
Rule
801.1(c)
Staff
Richard Smith
File Number
9909003
Response/Comments
9/2/99 Proposal in 9/1/99 letter discussed by MB, MV and RBS. Agreed to make repurchase of C by A non-reportable since we had already reviewed As purchase of B (which included C)and D's proposed purchase of B (which includes C). Since A repurchasing C will happen immediately upon D's purchase of B, we agreed based on all these facts that A will not need to file for repurchase of C. MB said decision based on adequate explanation of whydeal was structured this way. The 9/2 letter provides the reason (Basis for call is continuum theory with a reasonable extension for present facts.) R.B. Smith- also see File # 9909001

Question

(redacted)

September 2, 1999

Via Facsimile

Richard B. Smith
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580


Dear Dick:

This will confirm our telephone conversation today regarding the transaction posed in my letter dated September 1, 1999. Tax considerations are the driving factors underlying the somewhat circuitous structure of the transaction.

Thank you for your cooperation and assistance.


Very truly yours,


(redacted)

(redacted)


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