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Kristin Shaffer

We agree.


From: Shaffer, Kristin

Sent: Tuesday, October 16, 2018 1:37:30 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: HSR Question

We agree.

Best regards,


From: [Redacted]

Sent: Tuesday, October 16, 2018 12:47:07 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: HSR Question

I hope all is well.

have a quick question. Based on the facts below, I do not believe an HSR filing is required.

Company A purchased 51% of the voting securities of Company B years ago for an amount that was well below the HSR threshold.

Company A received an option to purchase the remaining 49% at some time in the future.

Company A is considering exercising that option. It is not certain at this time whether the combination of the purchase price for the original 51% acquisition, plus the purchase price for the 49% option, will exceed the current $84.4 million threshold.

However, my understanding is that the option purchase – regardless of its dollar value -- does NOT require an HSR filing because it is exempt pursuant to 15 U.S.C. 18(a)(c)3 (exempting “acquisitions of voting securities of an issuer at least 50 per centum of the voting securities of which are owned by the acquiring person prior to such acquisition”)

Please let me know if you agree no filing is required or if you need any more information.

As always, many thanks for your help. It is greatly appreciated.

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.

Learn more about Informal Interpretations.