1301005 Informal Interpretation

Date:
Rule:
801.4
Staff:
Michael Verne
Response/Comments:

  We take the position that the only secondary acquisitions you have to look at in a consolidation is when both parties hold minority positions in the same issuer. We think that makes sense because that's the only increase in holdings for the newco parent. Then the newco has to file to acquire the total amount if the thresholds are satisfied.  K Walsh concurs.

Question

From:

(Redacted)

Sent:

Tuesday, January 08, 2013 7:13 PM

To:

Verne, B. Michael

In aconsolidation, do both parties have to evaluate the secondary acquisition issueas each is acquiring and acquired person?

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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