1708003 Informal Interpretation

1
Haynes, Lanea
From: 	Berg, Karen E.
Sent: 	Friday, September 01, 2017 12:58 PM
To: 	Gillis, Diana L.
Subject: 	FW: Rollover Exemption
From: Berg, Karen E.
Sent: Thursday, August 17, 2017 10:09 AM
To: 	Carson, Timothy;
Cc: Shaffer, Kristin; Gillis, Diana L.; Sheinberg, Samuel I.
Subject: RE: Rollover Exemption
We agree no filing is required here.
Karen
From:
Sent: Thursday, August 17, 2017 9:47 AM
To: Carson, Timothy
Cc: Shaffer, Kristin; Berg, Karen E.; Gillis, Diana L.
Subject: Rollover Exemption
Ty,
It was a pleasure speaking with you. And thank you for your time. Here are the steps of the contemplated
transaction.
Steps:
 	A shell holding company called NewCo is formed solely to acquire and hold the shares of the Company
B
 	Company A (a private equity firm) buys $27M in equity of NewCo
 	NewCo borrows $20M
 	NewCo purchases $47M in equity of Company B (a privately held entity)
 	Seller exchanges $30M in remaining equity of Company B in exchange for $30M in equity of NewCo
(results in seller holding a percentage of shares in NewCo that is equal to the percentage of shares it held
in Company B)  rollover
 	Company A buys $20M in equity of NewCo
Here is the informal interpretation that I mentioned:
https://www.ftc.gov/enforcement/premerger‐notification‐program/informal‐interpretations/0501012
Based on this informal interpretation, it appears that there is no reportable transaction. Thank you again for your
time and assistance.
Best,