Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.
Question
From: Berg, Karen E.
Sent: Tuesday, July 16, 2019 5:03 PM
To: [Redacted]
Cc: [Redacted]
Subject: RE: HSR Question
[Redacted]
Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.
Karen
From: [Redacted]
Sent: Friday, July 12, 2019 9:00:40 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Subject: HSR Question
Good morning. I have a general question regarding backside filings.
Assume you have two public companies, Company A and Company B. In a hypothetical acquisition, Company A will acquire assets of Company B. As consideration for transaction, Company B will receive voting securities of Company A which it will then promptly distribute to Company B’s shareholders.
I understand that besides evaluating whether Company A's acquisition of Company B’s assets triggers a filing, an analysis also would need to be made as to whether a backside filing is needed with respect to Company B and/or Company B shareholders receiving Company A shares.
However, to the extent Company B is intending to promptly distribute the Company A shares it receives to the Company B shareholders, I was curious whether Company B itself would be exempt from having to evaluate such a backside filing and we could focus on just the anticipated holdings of Company A shares by the Company B shareholders. Or would both Company B and its shareholders, separately, potentially have filing requirements? Or just Company B?
Thanks for getting back to me on this.