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]