17011003 Informal Interpretation

Date:

Tags:

Rule:
Multiple acquiring persons, 803.5(b)
Staff:
Kristin Shaffer
Response/Comments:

[Redacted],

In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties submit an executed agreement or LOI.

Best regards,

Kristin

Question

[Redacted],

In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties submit an executed agreement or LOI.

Best regards,

Kristin

From: [Redacted]

Sent: Tuesday, November 21, 2017 1:07 PM

To: Shaffer, Kristin

Cc: [Redacted]; [Redacted]

Subject: RE: Question re: HSR Filing

Kristin,

Yes, it is an auction sale by Seller.

Thanks Again.

[Redacted]

From: Shaffer, Kristin [mailto:kshaffer@ftc.gov]

Sent: Tuesday, November 21, 2017 7:51 AM

To: [Redacted]

Cc: [Redacted]

Subject: RE: Question re: HSR Filing

[Redacted],

Why has the seller entered into more than one LOI for the same transaction? Is this in conjunction with an auction sale?

Kristin

From: [Redacted]

Sent: Monday, November 20, 2017 2:46 PM

To: Walsh, Kathryn E.

Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Sheinberg, Samuel I.; Whitehead, Nora; [Redacted]

Subject: Question re: HSR Filing

Dear Ms. Walsh,

If a seller signs a letter of intent (or a similar document) for the acquisition of Target with two separate buyers (“Buyer A” and “Buyer B”), then can it submit two HSR filings – one in connection with the acquisition by Buyer A and one in connection with the acquisition by Buyer B? Or, would this run afoul of 803.5(b)’s requirement that the person filing attest to the good faith intention to complete the transaction?

Please advise.

Thank You.

[Redacted]

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.

Learn more about Informal Interpretations.