2002004 Informal Interpretation

Date:

Tags:

Rule:
802.21
Staff:
Vesselina Musick
Response/Comments:

You must submit a notification for the first acquisition to be consummated after the end of the 5-year window following the expiration of the waiting period for your previous filing. Unless you expect to cross the 25% threshold within a year after the new filing, you should file for crossing the $500M (as adjusted) threshold. You will then have five years from the day the new waiting period expires to keep acquiring voting securities provided you do not cross the 25% threshold.

Question

From: Musick, Vesselina


Sent: Thursday, February 6, 2020 3:33:12 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]

Subject: RE: question about being over the top threshold

You must submit a notification for the first acquisition to be consummated after the end of the 5-year window following the expiration of the waiting period for your previous filing. Unless you expect to cross the 25% threshold within a year after the new filing, you should file for crossing the $500M (as adjusted) threshold. You will then have five years from the day the new waiting period expires to keep acquiring voting securities provided you do not cross the 25% threshold.

From: [Redacted]


Sent: Thursday, February 6, 2020 1:12:41 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: question about being over the top threshold

If I filed five years ago and at that time I passed the $500 million (as adjusted) threshold, but don’t hold more than 25% of the company (either now or then), and I am still above the 2020 adjusted threshold of $899.8 million, do I have to file another premerger notification report form? In other words, I was above the top threshold five years ago and I am still above the top threshold now. Thanks.

 

 

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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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