Question
From:
(REDACTED)
Sent:
Wednesday, July 09, 2008 5:34 PM
To:
Verne, B. Michael
Cc:
(REDACTED)
Subject: HSRconversation on June 20, 2008
Mike:
Thanks forspeaking with (REDACTED) and me on June 20. It is always helpful to be able todiscuss unusual situations that arise under the HSR regulations and to confirminterpretations or obtain guidance.
To summarize ourconversation, (REDACTED) client had previously submitted an HSR notificationform and paid the filing fee for a transaction in which his client and myclient would place four businesses into a newly formed LLC. While both of theclients were ultimate parent entities of three of the businesses prior to thecreation of the new LLC, only my client was the ultimate parent entity of thefourth. The new LLC was to be owned in the ratio of 96/4 percent, with (REDACTED)client owning the larger percentage. My client did not have to file HSR as anacquired person, because the value of the 4% stake in the newly formed LLC wasbelow the size of transaction threshold. Early termination was granted on thetransaction.
After earlytermination was granted but before the closing, the financial situation changed.At the time of the closing the LLC now will be100 percent owned by (REDACTED) client.Our question was whether any additional HSR filing is required from eitherclient, in particular from my client, because it had not previously submitted aHSR filing as an acquired person. Because the same person ((REDACTED) client)still will be the controlling party of the LLC, and the commercial nature ofthe transaction does not appreciably change (100% instead of 96% ownership),your response was that neither party had to file anything else.
If my descriptionof our conversation is inaccurate in any way, please let us know immediately.If we do not hear from you, I look forward to working with you on a differentmatter in the future.