Question
May 25, 2004
VIA EMAIL TRANSMISSION
Mr. B. Michael Verne
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Room 303
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580
DearMr. Verne:
I would be veryappreciative if you or someone in your office could give me a call to discussthe appropriate Hart-Scott-Rodino analysis of a transaction I am working on. Ihave attached a schematic drawing that I hope will aid in our discussions.
In the proposedtransaction, part of H Corp., currently held in an existing sub, will be sold toC in a non-reportable transaction. Moments later, the remainder of H Corp. willcombine with L through a reverse triangular merger in which a merger sub of HCorp. will merge into L, with L as the surviving company, in exchange for 54%of the H Corp. stock being paid to the current shareholder of L. (This is thetransaction shown in drawing "A." Drawing "B" simply addsthat C is a current shareholder of H Corp., but since C is not the ultimateparent of H, I believe this fact is irrelevant to the analysis.)
My questions involve (1) making sure I haveidentified the acquiring and the acquired parties properly (H files asacquiring L, and Holding Co. files as acquiring H?), and (2) the appropriateway for H Corp. to report its earnings in Item 5 of the Notification and ReportForm (should existing sub be included or excluded?). (Staff comment: excludesub.)
Thank u in advance for your assistance in thismatter. I may be reached at (redacted) Please have me paged if I am not in myoffice, and hopefully we can set up a rime to discuss this matter.
(Refer to original document image for diagrams)