Question
From: (redacted)
Sent: Tuesday, March 27, 2007 3:56 PM
To: Verne, B. Michael
Subject: Different Inquiry
It is my understanding that if fourparties form a Newco to acquire a target and contribute their shares of targetto Newco, the formation of Newco is not reportable even if the value of Newcoshares received by one or more of the contributors exceeds $60 million. Thesame result applies I believe--although I have not had this specific factpattern arise-- even if they do not own stock but each go into the market to buy$50 million and then form Newco. I do not recall the basis for this conclusion.Is it 801.11(e), combined with the fact that thereis no group concept for HSR Act purposes ?