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Agree

Agree, The first potentially reportable event would be the purchase of 100% interest in the portfolio. (N. Ovuka, T. Hancock and R. Smith concur)

Unknown

Agree - LLC is not $10 MM person & is its own UPE

Agree - LLC is not $10 MM person & is its own UPE

As a result of the consolidation C would be attributed the assets/revenue of A & B and would be a $100 MM person. $10 MM shareholders of A & B would have potential filing obligation.

Advised the writer that it was unlikely that the FTC would seek civil penalties against holding company if a shareholder acquired it voting stock in violation of the ACT.

Either A or B should file & include information from both companies. Two certification are require.

Advised the writer that in a merger, B would file only with respect to the operations and would not include A.