1903007 Informal Interpretation

Date:

Tags:

Rule:
802.21
Staff:
Anne Six
Response/Comments:

Agree.

Question

From: Six, Anne


Sent: Friday, March 29, 2019 11:38:35 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: FW: Thresholds

Agree.

Anne K. Six

Attorney

Premerger Notification Office

Federal Trade Commission

From: [Redacted]


Sent: Thursday, March 28, 2019 6:20:06 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Thresholds

Dear All:

Assume Individual A submitted a filing for the $100 million ( as adjusted) threshold in February 2017 to acquire stock of B. The waiting period expired in March 2017 and A acquired shares of B that caused A to cross the $100 million (as adjusted) threshold within one year of the expiration of the waiting period.

In July, 2018, A submitted a new filing for the $500 million ( as adjusted) threshold to acquire stock of B. The waiting period expired in August 2018 and while A has until August 2019 to cross the $500 million (as adjusted)threshold, given current stock values, that seems unlikely.

However, I believe that if subsequent to the expiration of the waiting period in August 2018, A acquired a single share of B stock causing A to hold B stock valued in excess of the $100 million ( as adjusted) threshold, A’s 2018 filing will be treated as a filing for the $100 million ( as adjusted) threshold, and that A can acquire additional B voting securities until August 2023 provided A’s holdings of B voting securities remain below the $500 million (as adjusted) threshold.

Do you agree?

Thank you.

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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