Question
(redacted)
June 3, 1983
Dana Abrahamsen, Esq.
Staff Attorney
Premerger Notification Office
Federal Trade Commission
7 Pennsylvania Avenue, N.W.
Room 301
Washington, D.C. 20580
Dear Mr. Abrahamsen:
As I told you I would do on the telephone
today, I am writing to confirm the advice you have given
me recently with respect to the treatment of triangular
mergers, particularly those in leveraged buyout trans-
actions, for Hart-Scott-Rodino filing purposes. As a
result of our conversations, it is my understanding that
the staff prefers to review such mergers as acquisitions
of securities since that most closely describes what
actually occurs. As a result, the parties filing
Notification and Report forms with respect to such
transactions may characterize the transaction as an
acquisition of securities and do not need to report as
both acquiring and acquired companies.
During our conversations, your directed me for
guidance to proposed changes to Rule 801.2(d) (published
in the Federal Register in July, 1981) as embodying the
staffs current view of the proper treatment of such
transactions. Having reviewed the proposed changes and
discussed them with you, it is also my understanding
that, under example 1 to the proposed 801.2(d), in a
leveraged buyout the result would not change if the
company surviving the merger of the acquiring companys
subsidiary and the acquired company would be the
acquired company rather than the subsidiary as it is in
the example.
I would appreciate if you would call or
write as soon as it is convenient to confirm that my
understanding of your advice is correct. Thank you very
much for your help.
Best regards.
Sincerely,
(Redacted)
(Redacted)