Question
From:
(Redacted)
Sent:
Wednesday, November 04, 2009 9:53 AM
To:
Verne, B. Michael
Subject: CoverageQuestion
Michael,
I have been askedto confirm with the PNO that the following transaction would be considered anintraperson transaction (if not otherwise exempt) and therefore not reportable.
H is a nonprofithospital, the sole member of which is S. S is also a nonprofit corporation, butwithout members. S is also the sole corporate member of F, a charitablefoundation.
In the proposedtransaction, H will amend its governing documents to name A, as its sole memberin place of S. For purposes of this inquiry, you may assume that A is an agencyof state government and that, this portion of the transaction would bedefinitionally exempt under Section 801.1.
Also in theproposed transaction, S and F will amend their governing documents to name H(now controlled by A) as their respective sole members. We would like toconfirm that the "flip" of the relationship between S and H, and thesubstitution of H for S as the member of F, (to the extent not also exemptunder 801.1) would be considered an intraperson transaction exempt underSection 802.30 of the Rules, notwithstanding the change of control of H.