Question
From:
(redacted)
Sent:
Thursday, May 07, 20093:54 PM
To:
Verne, B. Michael
Subject:
HSR Merger Question
Importance: High
Michael, My name is (redacted).I'm the Controller for (redacted).(Redacted) has just signed an agreementto merge with a smaller credit union in our area, with SAFE recognized as theacquiring or "continuing credit union." (Redacted)has approximately $1.6 billion in assets while the other institution hasapproximately $200 million in assets.
The reason for my email is to find out whether ornot (redacted) is required to filea Premerger Notification Form with the FTC. I initially believed so butsubsequently read the Exemption Rules within section 802. Under section802.40 (shown below) it states that an entity is exempt from the requirementsof the Act if the entity will be a not-for-profit as defined under the IRS codesections 501(c) or (d). Both entities are considered section 501(c)14organizations and file all required tax returns under that designation. Iwanted to confirm whether we are exempt from filing the Premerger NotificationForm based on this information.
802.40 Exempt formation of corporations orunincorporated entities.
The formation of an entity is exempt from therequirements of the Act if the entity will be not-for-profit within the meaningof sections 501(c)(1-4), (6)-(15), (17)-(20) or (d) of the Internal RevenueCode.
[70 FR 11514, Mar. 8, 2005]
Your assistance in this matter is greatlyappreciated. Thank you.