Question
From:(redacted)
Sent:Friday, February 08, 2008 3:56 PM
To:Verne, B. Michael
Subject:HSR: subsequent filing issues
Hi Mike -
A isthe UPE of Old Holdco, which itself owns an operating business. Old Holdco hasan agreement with Target (its own UPE and a $10 million person, as adjusted) tobuy 100% of Target for $110 million. A and Target have made an HSR filing forthat transaction, and the waiting period has expired. Old Holdco has not closedits acquisition of Target.
The structure of the transaction likely will change.Here are the possibilities:
-- Possibility 1: Prior to closing, the ownershipstructure of Old Holdco will change, such that Old Holdco at the closing of theacquisition of Target will be its own UPE. I believe that no new HSR filingwould be required, but please confirm.
--Possibility 2: B is a relatively new entity with no regularly
prepared financials. Last year B acquired 45% of acorporation that is worth over $500 million and for which it paid over $200million. That investment is B's only asset. Under this Possibility, B wouldcreate Newco, which would assume the rightsof Old Holdco to purchase Target. I assume that B is a $100 millionperson, as adjusted, and that because there is a new UPE, a new HSR filingwould be required. Please confirm, though.
If Possibility 2 comes to pass, there are twoadditional possibilities:
--Possibility 3: Old Holdco (either still controlled by A or now its own UPE) would acquire Target (or Newco, which hasas its only holding Target). Would a new HSR filing be required? Orwould the HSR filing made previously by A and Target cover that transaction?(Assume Old Holdco, if its own UPE, would be a $100 million person, asadjusted).
-- Possibility 4: Newco (owned by B),which now owns Target, acquires Old Holdco (or its operating business). Iassume that transaction would require a new HSR filing.
I hope that these facts are clear. Please let me knowif you have any questions.