1907003 Informal Interpretation

Date:

Tags:

Rule:
801.10
Staff:
Karen Berg
Response/Comments:

Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.

Question

From: Berg, Karen E.  


Sent: Tuesday, July 16, 2019 5:03 PM


To: [Redacted]


Cc: [Redacted]


Subject: RE: HSR Question

[Redacted]

Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.

Karen

From: [Redacted]


Sent: Friday, July 12, 2019 9:00:40 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: HSR Question

Good morning. I have a general question regarding backside filings.

Assume you have two public companies, Company A and Company B. In a hypothetical acquisition, Company A will acquire assets of Company B. As consideration for transaction, Company B will receive voting securities of Company A which it will then promptly distribute to Company B’s shareholders.

I understand that besides evaluating whether Company A's acquisition of Company B’s assets triggers a filing, an analysis also would need to be made as to whether a backside filing is needed with respect to Company B and/or Company B shareholders receiving Company A shares.

However, to the extent Company B is intending to promptly distribute the Company A shares it receives to the Company B shareholders, I was curious whether Company B itself would be exempt from having to evaluate such a backside filing and we could focus on just the anticipated holdings of Company A shares by the Company B shareholders. Or would both Company B and its shareholders, separately, potentially have filing requirements? Or just Company B?

Thanks for getting back to me on this.

 

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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