Question
From:(redacted)
Sent:Tuesday, February 17, 2004.9:10 AM
To:Verne, B. Michael
Subject: Section 7A(c)(7)Exemption
Mike,
Ijust wanted to confirm our conversation earlier today regarding the Section7A(c)(7) exemption for transactions requiring approval under Section 1842 ofthe Bank Holding Company Act. Based on our conversation, it is my understandingthat the FTC considers transactions specifically exempted under Section 1842 ofthe BHC Actto be the functional equivalent of approval under Section 1842, thus making thetransaction exempt from HSR reporting requirements pursuant to Section 7A(c)(7).
Historically,my client, a bank holding company, has not had to make an HSR filing because itsacquisitions of the target company's voting securities (the target company alsobeing a bank holding company) have required approval under Section 1842. Now,my client no longer needs approval because, based on federal banking law rulesof beneficial ownership and family attribution, my client is deemed to controla majority of the voting securities of the target company and is thereforespecifically exempt from the pre-approval requirements of Section 1842 ,byvirtue of Section 1842(a)(B) and 12 CFR 225.12(c). Please confirm my understanding that futureacquisitions of the target company's voting securities Without Fed approvalwill not trigger an HSR reporting requirement because future acquisitions areexempt from Fed approval under Section 1842(a)(B) of the Bank Holding CompanyAct.
If you need any additionalinformation or I have mischaracterized our conversation in any way, please letme know.