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801.1, 803.7
Nora Whitehead

Please file now, for both steps. Thank you for running this by us.


From: Whitehead, Nora

Sent: Tuesday, March 12, 2019 2:03:52 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Question Regarding Stepped Transactions

Please file now, for both steps. Thank you for running this by us.

From: [Redacted]

Sent: Monday, March 11, 2019 12:58:40 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: Question Regarding Stepped Transactions


We’re working on a stepped transaction whereby Buyer will acquire less than 50% of the non-corporate interests of Company in step 1 and then will acquire the remaining non-corporate interests of Company in step 2 such that Buyer will own 100% of the non-corporate interests of Company following the closing of step 2. The second step is (subject to bringdown of fundamental reps and certain covenants within seller’s control) certain to occur and certain to require an HSR filing, but may occur more than one year after signing. Is it still your position that the parties must file and let the HSR waiting period expire (or receive early termination) prior to consummating step 1 and, if so, is it also still your position that so long as the first closing happens within one year of the expiration or termination of the HSR waiting period then clearance is still good for step 2 even if the second closing is more than a year after the HSR waiting period expires or is terminated? See #1408004 (“The second step would then be covered by the same filing, whenever it occurs.” (emphasis added)).


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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