Question
From:(redacted)
Sent:Monday, October 22, 2007 12:19 PM
To:Verne, B. Michael
Subject:Acquiring Person
Dear Mr. Verne,
I am trying to figure out who the acquiring person orpersons are for the following acquisition of voting securities. All of theentities in this scenario are foreign. You can assume that the exemption in802.51 does not apply and that the filing thresholds are otherwise satisfied.
X is an unincorporated entity in which A & B (whoare not their own UPEs) each have 50% interests. X will acquire all of thevoting securities of Y, a wholly owned subsidiary of corporation C (who is notits own UPE). In exchange, C will acquire a 33.3% interest in X, resulting inA, B, and C each having a 33.3% interest in X. (As a side note, C's acquisitionof the non-corporate interests in X would not be reportable because none of theinterest holders will control X.) My question is, with respect to X'sacquisition of Y's voting securities, who are the acquiring persons? 801.2(a)states, "Any person which, as a result of an acquisition, will hold votingsecurities or assets, either directly or indirectly, or through fiduciaries,agents, or other entities acting on behalf of such person, is an acquiringperson." Because after the transaction is completed X will not becontrolled by A, B, or C, neither A, B, nor C will hold Y's voting securities.Thus, 801.2(a) can be interpreted to mean that in the above situation only X(and not A's and B's UPEs) is the acquiring person. Is this interpretationcorrect?