2007001 Informal Interpretation

Date:

Tags:

Rule:
803.5, Item 3
Staff:
Karen Berg
Response/Comments:

The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.

Question

From: Berg, Karen E.


Sent: Wednesday, July 15, 2020 3:41:34 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Backside Filing question

[Redacted]

The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.

Karen

From: [Redacted]


Sent: Wednesday, July 15, 2020 3:17:13 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Backside Filing question

Dear PNO,

Company B Shareholder will make a backside acquisition of Company A voting securities as a result of Company A’s acquisition of Company B. Can Company B shareholder file HSR ahead of execution of the Company A/Company B LOI or agreement? If yes, would an SEC filing describing the Company A/Company B transaction suffice for 3(b)-1?

 

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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