Filtering by content type: HSR Informal Interpretation
We wanted to share some additional input on the email chain below.
From: Walsh, Kathryn E.Sent: Wednesday, October 19, 2016 10:07 AMTo: [REDACTED]Cc: [REDACTED]; Gillis, Diana L.Subject: RE: Question on Item 8
Yes, it means your (1) below.
From: [REDACTED]Sent: Tuesday, October 18, 2016 7:15 PMTo: Walsh, Kathryn E.Cc: [REDACTED]Subject: Question...
From: Carson, TimothySent: Tuesday, October 18, 2016 11:27 AMTo: [REDACTED]Cc: Gillis, Diana L.; [REDACTED]Subject: RE: HSR Item 5 Question
Thanks for the additional detail and analysis. We agree with the analysis you lay out immediately below.
Timothy (Ty) Carson
From: Walsh, Kathryn E.Sent: Monday, October 17, 2016 11:01 AMTo: [REDACTED]Cc: [REDACTED]; Gillis, Diana L.Subject: RE: Question regarding analysis of "new debt" under new FTC guidance
Your analysis is correct, all three are $60m deals.
We consider these officers for Item 4 purposes.
From: [REDACTED]Sent: Monday, October 10, 2016 5:58 PMTo: Whitehead, Nora; Gillis, Diana L.; Walsh, Kathryn E.; Berg, Karen E.Cc: [REDACTED]Subject: Request for Informal Interpretation - Item 4c/d Officers
Dear Nora, Diana, Kate, and...
[REDACTED, see responses below in bracketed all caps. Premerger Notification Practice Manual (5th ed) #190 also speaks to these issues.
Timothy (Ty) Carson
Bureau of Competition
Federal Trade Commission
400 7th Street, SW
Washington, DC 20024
Since this transaction involves the merger and consolidation of multiple entities, 801.40 does not apply. Please see PNPM #46, which describes how to analyze simultaneous consolidations.
We do not view the operation of data centers as analogous to the rental of investment property. Neither 802.2(h) nor 802.5 is available as exemptions to a data center operator.
From: [REDACTED]Sent: Wednesday, September 21, 2016 12:56 PMTo: Storm, EvanSubject...
See our answers embedded below.
From: [REDACTED]Sent: Thursday, September 15, 2016 2:23 PMTo: Walsh, Kathryn E.; Gillis, Diana L.; Shaffer, Kristin; Storm, Evan; Whitehead, NoraCc: [REDACTED]Subject: Questions re New Form Instructions
Just include pdfs of the copy signature pages on the DVD, then submit the original signatures within two business days of filing.
The letters, certification and affidavit should be searchable PDFs.
In addition to applying the filename naming conventions, the first...
Yes. The change is intended to reach acquiring persons, such as funds and holding companies, where the financials of the UPE do not necessarily show or break out information about the operating company that contributes to the overlap. We are not interested in the...
Informal 0307004 is superseded by PNPM 152. “Sales in or into” are the same for both 802.50 and 802.51.
From: [REDACTED]Sent: Friday, September 2, 2016 4:25 PMTo: firstname.lastname@example.org; 'Whitehead, Nora' <email@example.com>Subject: Ocean Shipping Sales "in or...
We agree that the creation and transfer of shares to Trusts B, C and D would be exempt under 802.71.
From: [REDACTED]Sent: Wednesday, August 31, 2016 3:55 PMTo: Walsh, Kathryn E.; Storm, EvanSubject: 802.71 Question
Hi Kate, Evan -
I hope you’re doing well. I...
The acquirer will have to do a FMV under 801.10(c)(3), which the board can delegate to another.
From: [REDACTED]Sent: Thursday, August 25, 2016 4:25 PMTo: Gillis, Diana L.Subject: Question Regarding Determination of Value of Assets
Correct, the 4c/d documents are limited to the backside transaction. Of course, any such documents that also mention the main transaction are still responsive in full.
From: [REDACTED]Sent: Friday, August 26, 2016 11:01 AMTo: Gillis, Diana L.Subject: Query re: Item 4(c) / 4(d)
We still require physical signatures and do not accept e-signatures.
Premerger Notification Office
Federal Trade Commission
202-326-3434 | firstname.lastname@example.org
We view C as an entity, the others are foreign agencies.
From: [REDACTED]Sent: Monday, August 22, 2016 1:21 PMTo: Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.Cc: [REDACTED]Subject: Question on Foreign Vehicles as "Entities"
Dear Kate, Karen and Diana.
We would view this as a formation; A and B are not disappearing as a result, nor are they becoming subsidiaries of a new parent entity. See Interpretation 211 in the PNPM for discussion of consolidations.
From: [REDACTED]Sent: Monday, August 22, 2016 2:05 PMTo:...
That is correct.
From: [REDACTED]Sent: Wednesday, August 17, 2016 11:59 AMTo: Storm, Evan; Gillis, Diana L.Subject: Quick Question re: 4b
Evan and Diana,
Hi [REDACTED], thanks for writing this out. My responses are below in red.
From: [REDACTED]Sent: Tuesday, August 09, 2016 9:53 AMTo: Berg, Karen E.Subject: Item 6b
Thanks for talking to me earlier this morning. As I mentioned my question is on Item 6b.