Question
February 5, 2008
MichaelB. Verne and
JamesFerkingstad
FederalTrade Commission
Bureauof Competition
PremergerNotification Office, Room 303
600 Pennsylvania Avenue, N.W.
Washington, DC 20580
Re:Transaction Structure Changes Post Satisfaction of Hart-Scott-Rodino PremergerNotification Requirements
Dear Mike and James:
This letter follows up on the inquiries made by(redacted) during the week of January27, 2008, regarding structure changes to a transaction where theHart-Scott-Rodino Act Premerger Notification filings ("HSR filings")have already been made and the waiting period requirements have been satisfied.This letter memorializes the description of the changes to the transaction andyour advice that no additional action is required with regard to theHart-Scott-Rodino Act notification requirements.
TheHSR filings described a transaction in which Company A would acquire fromCompany B all of a certain class of shares in a noncorporate entity, Company C.By virtue of this acquisition, Company A would control Company C. The revisedtransaction structure involves changes on both the acquiring and acquired sidesof the transaction.
Onthe acquiring side, a holding company ("Company D") will be formed tohold the voting securities of Company A. Technically this would change theultimate parent entity ("UPE") on the acquiring side of thetransaction. However, it is our understanding that no additional informationwill be required by the Prernerger Notification Office because at closingCompany D will not hold any voting securities or assets other than its directholdings in Company A, and its indirect holdings in Company C.
On the acquired side, Company B will remain the UPEof Company C, but will insert a holding company between it and Company C toaccomplish the transfer of the shares in Company C. No additional informationwould be required by the Premerger Notification Office on this portion of thetransaction because it not a substantial change to the transaction structureand the UPE for the acquired person will remain the same.
Please let us know if our understanding is incorrector if you need additional information to confirm your analysis. If we do nothear from you by close of business Thursday, February 7, 2008, we will conclude that you concur that no additionalHSR filing action is required.