1912003 Informal Interpretation

Date:

Tags:

Rule:
Item 4, Item 6
Staff:
Sam Sheinberg
Response/Comments:

For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and outstanding.

 

Question

From: Sheinberg, Samuel I.


Sent: Wednesday, December 4, 2019 9:28 AM


To: [Redacted]


Cc: [Redacted]


Subject: RE: HSR Form Item

[Redacted}

For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and outstanding.

Sam

From: [Redacted]


Sent: Tuesday, December 3, 2019 1:10:10 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: HSR Form Item

Hello,

Two quick questions regarding the HSR Form.

Item 4(b)

Though our client’s 2018 annual report does not show $18m in total assets (non-manufacturing), their last regularly prepared balance sheet does have total assets greater than $18m. Thus, we are going to stipulate to the size of the person test in 4(b) (and provide the 2018 annual report). Is stating in 4(b) that “The [Company} stipulates to the size of the person test in having total assets greater than $18m” sufficient? If not, what information needs to be provided here to stipulate?

Item 6(b)

Should the shareholders of the Company holding an interest of 5% or greater be determined on an issued and outstanding basis or on a fully diluted basis?

Thanks in advance for you help.

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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