Tag: Competition

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Filtering by content type: HSR Informal Interpretation

What is the difference between the PNO's two email addresses: HSRHelp@ftc.gov and Premerger@ftc.gov?The PNO created HSRHelp@ftc.gov to assist filing parties with their substantive questions regarding the HSR rules and to help them determine whether or not a filing is required. This is...
From: Carson, TimothySent: Wednesday, April 1, 2020 6:05:16 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Questions re Natural Person HSR Filings1: We do not consider a personal brokerage statement to constitute a regularly prepared balance...
From: Whitehead, NoraSent: Friday, April 10, 2020 10:34:11 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: HSR questionWe agree with your analysis. If the buyer knows now that it intends to exercise the option, then it should file now for the...
From: Berg, Karen E.Sent: Wednesday, April 1, 2020 4:14:11 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: 803.12 and Early Termination[Redacted]We do not change the original requests without instruction from the parties, but you can always...
From: Berg, Karen E.Sent: Wednesday, March 11, 2020 4:43:06 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Help regarding newly-created entity that will become acquired person before closing[Redacted]You should file with Holdco as the to-be-...
From: Whitehead, NoraSent: Monday, March 2, 2020 12:20:50 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Asset Transaction Acquisition PriceYou are correct; in an asset acquisition, assumed liabilities may not be deducted from the acquisition...
From: Musick, VesselinaSent: Monday, March 2, 2020 11:42:22 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Asset Acquisitions QuestionsThe parties can notify both acquisitions in a single filing. They have to submit at least a Letter of Intent...
Question 1: Correct, the thresholds apply to the acquisition of voting securities and not NCI.Question 2: Yes, if buyer is acquiring additional NCI you would aggregate if the NCI already held plus the additional NCI being acquired confers control. From: [Redacted]Sent: Tuesday,...
From: Whitehead, NoraSent: Tuesday, February 25, 2020 3:04:46 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Question regarding Items 2 and 3Agree. Thanks for laying this out so clearly.From: [Redacted]Sent: Tuesday, February 25, 2020 10:23:24 AM...
From: Musick, VesselinaSent: Thursday, February 6, 2020 3:33:12 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: question about being over the top threshold
From: Musick, VesselinaSent: Monday, February 24, 2020 2:53:03 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Item 7(c)(iv)(b)
From: Walsh, Kathryn E.Sent: Monday, February 3, 2020 2:55:32 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: FW: HSR Questions[Redacted]You have to cross a threshold to take advantage of 802.21. So, your first example works as long as the $50MM...
From: Carson, TimothySent: Friday, February 14, 2020 2:00:27 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: "Most Recent Year"Submit the 2019 numbers. You can add an endnote explaining that the numbers are not final, confirmed, etc. From: [...
Yes, this amount should be included.Best regards,SamFrom: [Redacted]Sent: Tuesday, January 14, 2020 2:01:57 PM (UTC-05:00) Eastern Time (US & Canada)To: HSRHelpSubject: Asset transaction value - Paid Off DebtI had a quick question regarding the calculation of transaction value of...
From: Berg, Karen E.Sent: Friday, January 3, 2020 11:01:10 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: HSRHelpSubject: RE: Two Acquired Person Filings on Same Form[Redacted]These sound like separate, unrelated filings, so even though they may have similar responses...
From: Whitehead, NoraSent: Monday, January 6, 2020 4:10:18 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: HSRHelpSubject: RE: Question re HSR notification formNo. Your filing must include all information from the UPE health system.From: [Redacted]Sent: Monday, January...
From: Whitehead, NoraSent: Monday, January 6, 2020 4:11:31 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: HSRHelpSubject: RE: Executive HSR Filing QuestionConfirmed.From: [Redacted]Sent: Friday, January 3, 2020 4:59:14 PM (UTC-05:00) Eastern Time (US & Canada)To:...
From: Six, AnneSent: Tuesday, January 14, 2020 9:01:50 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: HSRHelpSubject: FW: Exclusive License Confirmation[Redacted] We agree with your analysis. Best,AnneFrom: [Redacted]Sent: Friday, January 10, 2020 1:47:58 PM (UTC-05:00...
From: Whitehead, NoraSent: Tuesday, January 21, 2020 11:29:10 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: HSRHelpSubject: RE: 801.1(b) - Control over a trust and the contractual power "presently" to designate... trusteesAgree.From: [Redacted]Sent: Saturday, January...
From: Sheinberg, Samuel I.Sent: Wednesday, December 4, 2019 9:28 AMTo: [Redacted]Cc: [Redacted]Subject: RE: HSR Form Item[Redacted}For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the...

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