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Date
Rule
801.30(a)(6); Select 801.30 Transaction
Staff
Premerger Notification Office
Response/Comments

It is consistent with our guidance that the exercise of a warrant to acquire voting securities is a conversion. The exercise of a warrant does not qualify as a Select 801.30 Transaction unless all the criteria of 801.30(a)(7) are met.

Question

Is the exercise of a warrant to acquire voting securities a “conversion” under 16 CFR 801.30(a)(6)? The warrants in question are not the subject of a currently effective SEC registration statement, so do not fit squarely within the definition of (a)(7).

Assuming the exercise of the warrants described above is a “conversion,” would the warrant itself be an “agreement” that would remove it from the category of a Select 801.30 Transaction?

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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.

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