Question
From: (redacted)
Sent: Friday, December 02, 2005 11:05 AM
To: Verne,B. Michael
Subject: HSR Question
Hi, Mike.
I have a questionregarding a restructuring. 3 current shareholders of a target, T, are going toslightly restructure their holdings in T, and they are creating an intermediaryholding company, H, to do so. H does not and will not hold anything elsebesides the shares of T, and some cash that will be used to purchaseoutstanding public shares of T.
The currentshareholders are A, B and C. A and B currently hold 4.3% of the shares of Tdirectly. C holds 71.4% of T directly. The rest of the shares (20%) are public.
A and B willcreate H, and A, B and C will contribute their shares of T to it. A and B willcontribute money to H to buy the outstanding public shares, and will buy someadditional shares in T from C.
After thetransaction is over, the ownership of H will be as follows:
A: 24.5% whichequals $14.6 M in shares in T (indirectly)
B: 24.5% whichequals $14.6 M in shares in T (indirectly)
C: 51 % whichequals $30.3 M in shares in T (indirectly)
Given that Ccontrols H, which controls T, it could be considered to hold 100% of T.However, as C already controlled T, I think no filing is required under802.10(b)(2)(ii) or under 802.21. I think no filings are required for A or Bsince neither acquisition meets the size of transaction test.
I'd be verygrateful if you would confirm that my analysis is correct.