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Date
Rule
802.30
Staff
Michael Verne
Response/Comments
If the distribution is pro-rata to the shareholders holdings in Corp. A. This will be exempt under 7A(c )(10 ).

Question

Date: Tue, May 15, 2001

Subject: HSR advice

This is a 3 step transaction as follows (assume size of parties and size of transaction are satisfied in each step):

1. Corp X transfers assets to NewCo. NewCo is wholly owned by X - This should be exempt under 802.30.


2. Corp X transfers common stock to Corp A. Corp A holds 100% of the voting securities of Corp X - This should also be exempt under 802.30.


3. NewCo distributes its stock to shareholders of Corp A - Would this also be exempt since these shareholders of A will now hold directly what they already held indirectly? Please advise. Thanks.

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