Question
July 8, 1999
VIA FACISMILE (202-326-2884)
Michael Verne, Staff Attorney
Premerger Notification Office
Federal Trade Commission
Washington, D.C. 20580
Re:Proposed Consolidation of (redacted)
Dear Mr. Verne:
In preparation for our telephone conversation this afternoon, I have enclosed a schematic of the proposed consolidation of the (redacted).
The (redacted) Order which sponsors the (redacted) ministries is divided into five (redacted) each under the leadership of the (redacted) that (redacted). The (redacted) are the corporate members of (redacted) which controls, directly or indirectly, numerous health care ministries located east of the (redacted).
The Congregation of the (redacted) is the Catholic Order which sponsors the health care ministries of (redacted). The elected officers of the Congregation, plus two additional nuns selected by the elected officers, are the sole corporate members of (redacted) which controls, directly or indirectly, the Congregations health care ministries. The Congregations health care ministries are located in (redacted).
To effectuate the consolidation of (redacted) and (redacted), a new Missouri non-profit corporation (redacted) has been formed. (redacted) corporate members include four (redacted) each constituting a single member, and four (redacted) from the Congregation of the (redacted) who collectively constitute a fifth corporate member. The parties propose to merger each of (redacted) and (redacted) into (redacted) and (redacted) will cease to exist, and (redacted) will control, directly or indirectly, all entities previously within (redacted).
We wish to confirm that this transaction should be treated as a merger pursuant to 16 C.F.R. § 801.2(d)(2). The proposed transaction appears best to parallel Example 5 in the regulations. If this transaction is so treated, both (redacted) and (redacted) will need to file their HSR Premerger Notification Report Forms as both acquiring and acquired persons. However, because (redacted) has recently been formed, and the transaction is not schedule to close until on or about October 1, (redacted) could conceivably be deemed the acquiring entity, with each of (redacted) and (redacted) deemed acquired entities. Under this analysis, (redacted) would file as the acquiring party and each of (redacted) and (redacted) would file as acquired parties. We wish to confirm to proper filing requirements.
Thank you for your attention to this inquiry. I look forward to talking to you at your convenience later this afternoon.
Sincerely,
(redacted)
(redacted)
(graphic)