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Williams Act MFEs: Is there a tender offer & required disclosures in this hypo?

CorpX, a public DE corp, has 2 divisions, XA (since the begi...
irradiated famous landscape painting
  02/05/16
...
irradiated famous landscape painting
  02/05/16
...
irradiated famous landscape painting
  02/05/16
...
irradiated famous landscape painting
  02/05/16
i don't get how this isn't just a straight up merger - why w...
Territorial Stock Car
  02/05/16
I thought it was a straight up merger too. But are the 21 br...
irradiated famous landscape painting
  02/05/16
what? 13d threshold only triggers beneficial ownership fili...
Territorial Stock Car
  02/06/16
The 21 major CorpX shareholders (including founder-CEO and s...
irradiated famous landscape painting
  02/06/16
yeah that's right, they just need to file a form 13d; even t...
Territorial Stock Car
  02/06/16
Well pref shares might not give them control/voting power, b...
irradiated famous landscape painting
  02/06/16
You need to ask why are you even considering Willis Act. Is ...
claret nibblets
  02/07/16
...
irradiated famous landscape painting
  02/05/16
I don't get why you are assuming this is a straight up merge...
claret nibblets
  02/07/16
...
irradiated famous landscape painting
  02/05/16
...
irradiated famous landscape painting
  02/05/16
lol DVP
contagious police squad
  02/07/16
Don't know anything about law BUT: Not a tender Disclo...
curious ebony stage yarmulke
  02/07/16
All we know is CorpY and CorpX are merging. We don't know wh...
claret nibblets
  02/07/16
go beat your baby cousin you weirdo
bateful digit ratio dilemma
  02/07/16


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Date: February 5th, 2016 2:02 AM
Author: irradiated famous landscape painting

CorpX, a public DE corp, has 2 divisions, XA (since the beginning) & XB, a wholly owned subsidiary acquired 3yrs ago.

During prelim negotiations w/ CorpY (public DE corp) & CorpZ (privately held NV corp, all voting stock owned by founder Zman), they come up with this 2part plan:

1. 21 of XB shareholders, including several CorpX officers & hedge funds, will vote to approve XB (spun off)merging into a newly formed acquisition subsidiary of CorpZ. The 21 XB shareholders will get newly issued *nonvoting* CorpZ stock. This nonvoting stock would not be SECregistered, b/c of the small # of shareholders.

2. The boards of CorpX & Corp Y will approve & recommend that CorpY acquire CorpX (now only comprising division XA) using a reverse subsidiary merger. CorpY will form an acquisition subsidiary that will then merge into CorpX, and all CorpXcommon stock will be exchanged for newly issued, and SEC-registered, CorpY preferred stock paying annual interest of 4%, convertible after a year to CorpY common stock.

Q1: Is there a tender offer according to the SEC's 8-factor test?

Q2: Any R13 or R14 disclosures?

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29756314)



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Date: February 5th, 2016 11:51 AM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29757831)



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Date: February 5th, 2016 5:54 PM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29760783)



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Date: February 5th, 2016 2:33 PM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29759105)



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Date: February 5th, 2016 4:58 PM
Author: Territorial Stock Car

i don't get how this isn't just a straight up merger - why would there be a tender offer concern, that the consideration is pref shares?

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29760419)



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Date: February 5th, 2016 5:20 PM
Author: irradiated famous landscape painting

I thought it was a straight up merger too. But are the 21 bros crossing DAT Williams Act 13(d) 5% threshold?

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29760554)



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Date: February 6th, 2016 1:19 AM
Author: Territorial Stock Car

what? 13d threshold only triggers beneficial ownership filing for a public company, it's NBD and doesn't trigger anything else, and it doesn't mean it's a tender offer. Also you only trigger it when the persons are considered a group, which is doubtful here.

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29763111)



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Date: February 6th, 2016 1:21 AM
Author: irradiated famous landscape painting

The 21 major CorpX shareholders (including founder-CEO and several hedge funds) are operating in concert.

When they get CorpY's preferred stock, don't they acquire beneficial ownership (since CorpY is a public DE corp)? Then all they have to do is disclose Schedule 13D? But no more obligations after that?

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29763122)



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Date: February 6th, 2016 1:58 AM
Author: Territorial Stock Car

yeah that's right, they just need to file a form 13d; even then I don't know if iust pref shares would trigger a filing requirement if they're not convertible until 1 year later. Probably so.

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29763292)



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Date: February 6th, 2016 2:10 PM
Author: irradiated famous landscape painting

Well pref shares might not give them control/voting power, but they're disposable at the 21 bros' command.

So on an exam, would you just say: maybe they need to file 13D because ___; maybe not because ___; either way, no other Williams Act obligations?

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29765257)



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Date: February 7th, 2016 11:53 AM
Author: claret nibblets

You need to ask why are you even considering Willis Act. Is the merger going to be achieved via tender offer? Or straight merger?

The 21 shareholders dont have anything to do with Williams Act - they are part of XB wjich has nothing to do with thr CorpX amd CorpY merger.

They wont even have to file 13D because XB is a private co with no losted shares.



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771988)



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Date: February 5th, 2016 6:36 PM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29761080)



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Date: February 7th, 2016 6:00 AM
Author: claret nibblets

I don't get why you are assuming this is a straight up merger. They can achieve the same effect by tender offer.

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771260)



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Date: February 5th, 2016 8:13 PM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29761493)



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Date: February 5th, 2016 11:35 PM
Author: irradiated famous landscape painting



(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29762692)



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Date: February 7th, 2016 11:54 AM
Author: contagious police squad

lol DVP

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771991)



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Date: February 7th, 2016 11:55 AM
Author: curious ebony stage yarmulke

Don't know anything about law BUT:

Not a tender

Disclosures likely required

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771993)



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Date: February 7th, 2016 1:33 PM
Author: claret nibblets

All we know is CorpY and CorpX are merging. We don't know whether it's a tender or straight merger. It's up to CorpY and CorpX to decide.

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29772546)



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Date: February 7th, 2016 11:56 AM
Author: bateful digit ratio dilemma

go beat your baby cousin you weirdo

(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771999)