Question
From:(redacted)
Sent:Wednesday, October 11, 2006 12:38 PM
To:Verne, B. Michael
Subject:HSR Question
Mike,
I'm working on a deal where BuyCorpis a newly-formed entity, and is currently held 50-50 by those who formed it. BuyCorp,through a series of wholly-owned subsidiary holding companies, will acquireTarget from Seller. At closing, Seller will get 15% of BuyCorp, such that, as aresult of the transaction, Buyer will be its own ultimate parent.
Two questions:
(1)Can you confirm that BuyCorp should fileas the UPE on the acquiring side because it will be its own UPE at the time ofclosing?
(2)Can you confirm that Seller'sacquisition of 15% of BuyCorp (valued at more than $56.7 million) is exemptunder 15 U.S.C. 18a(c)(10)? BuyCorp's only holdings will be the intermediate holding companies(all shells) and Target.
Thanks,