Asset Acquisition: Acquiring purchases all or substantially all assets of Target
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1 sset cquisition: cquiring purchases all or substantially all assets of Target C D Lender cquiring corp. assets Target corp. oard and approval of Target oard (and maybe ) approval of cquiring assets of Target sold for
2 sset cquisition: cquiring purchases all or substantially all assets of Target C D cquiring corp. Target corp. Newco assets lternate: use Newco subsidiary to acquire assets of Target
3 Stock Purchase: Target becomes subsidiary of cquiring C D stock cquiring corp. Target corp. Step #1: cquiring buys stock of Target from s
4 Stock Purchase: Target becomes Subsidiary of cquiring former T C former T D cquiring corp. Target Step #2: Target becomes subsidiary of cquiring
5 Share Exchange: cquiring buys Target with its stock C D cquiring corp. Target corp. Step #1: oard and approval of Target oard (and maybe ) approval of cquiring
6 Share Exchange: cquiring buys Target with its stock C D shares of cquiring shares of Target cquiring corp. Target corp. Step #2: Shareholders of Target exchange their shares of Target for shares of cquiring cquiring owns Target shares
7 Stock Exchange: cquiring buys Target with its stock C D cquiring corp. Target corp. oard Step #3: former s of Target now own shares of cquiring Target becomes subsidiary of cquiring
8 Corporate Merger: Target into cquiring C D cquiring corp. Target corp. Step #1: oard and approval of Target oard (and maybe ) approval of cquiring
9 Corporate Merger: Target into cquiring C D cquiring corp. assets & debts Target corp. Step #2: Target merges into cquiring under Corp. statute Shareholders of Target get cash for shares of Target
10 Corporate Merger: Target into cquiring former T C former T D cquiring corp.: owns assets & debts of Target Step #3: s of Target cashed out cquiring takes assets & debts (and tax attributes) of Target
11 Corporate Merger: Target into cquisition Subsidiary C D cquiring corp. Newco: acquisition sub. assets & debts Target corp. lternate Step #2: Target merges into Newco acquisition sub Shareholders of Target get cash for shares of Target
12 Corporate Merger: Target into cquisition Subsidiary former T C former T D cquiring corp. Newco: acquisition sub. owns assets & debts of Target lternate Step #3: Newco acquisition Sub owns assets of Target old s of Target cashed out
13 Statutory Merger ( short-form merger) Step #1: Parent own 90% or more of Subsidiary parent approves merger of Sub into Parent approval of oard & Shareholders of Sub not required minority s cashed out have (dissenters ) appraisal rights 90% or > Parent subsidiary 10% or less minority s
14 Statutory Merger ( short-form merger) Step #2: Sub merged into Parent Parent acquires assets and debts of former Sub Parent sub merged into parent former s subsidiary
15 Statutory Merger ( short-form merger) Step #3: Parent owns assets and debts of former Sub Parent: with assets & debts of former Sub
16 Consolidation s s Corporation 1 business Corporation 2: business
17 Consolidation s s Corporation 1 business Corporation 2: business New Corporation
18 Consolidation s s Corporation 1: business Corporation 2: business merger merger New Corporation
19 Consolidation s s New Corporation: business business
20 Divisive Reorganization: Spin-Off Corporation: usiness X usiness Y
21 Divisive Reorganization: Spin-Off Corporation: usiness X 100% Newco: usiness Y Step #1: drop business Y into new subsidiary
22 Divisive Reorganization: Spin-Off distribute shares of Newco Corporation: usiness X 100% Newco: usiness Y Step #2: distribute shares of Newco to s of Corporation
23 Divisive Reorganization: Spin-Off Corporation: usiness X Newco: usiness Y Step #3: and own shares of both Corporation and Newco
24 Divisive Reorganization: Split Off Corporation: usiness X Newco: usiness Y final result: owns Corporation; owns Newco
25 Foreign Corporation with U.S. Subsidiary Foreign Corporation 100% U.S. subsidiary parent is foreign corporation subsidiary operates business in U.S.
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MERGENT PUBLIC UTILITY NEWS REPORTS Tuesday, May 08, 2018 Volume 89 No. 5 NOTICE Items in this issue will be listed online weekly and printed monthly. CENTERPOINT ENERGY, INC Merger Development On Apr.