Filtering by content type: HSR Informal Interpretation
A stipulation is fine, and you can do that right in Item 4(b), rather than an endnote. You are welcome to send the financials, though.
Premerger Notification Office
Federal Trade Commission...
The exemption does not apply based on the facts you lay out. The indicia listed in the SBP are illustrative and not an exhaustive list. Informal Interpretation 0009008 is no longer the position of the PNO, and we routinely receive filings with structures similar to what...
Hi [REDACTED], the same rule applies for all transactions; 801.30s are not treated differently – if either party asks for ET, it can be granted.
From: [REDACTED]Sent: Tuesday, January 10, 2017 9:46 AMTo: Gillis, Diana L.Subject: Federal Register Publication of Transaction...
We agree with your analysis. The exemption under 802.21 is issuer specific. Under the facts you lay out, Core Company is replacing Company for purposes of this rule, and therefore a filing to acquire Company will be treated as a filing to acquire voting securities of...
From: Carson, Timothy [mailto:email@example.com]Sent: Wednesday, January 04, 2017 10:15 AMTo: [REDACTED]; Gillis, Diana L.Subject: RE: Waiting period expiration
Under your facts, the waiting period expiries Monday 2/6 at 11:59pm. See 803.10(b)(3).
Timothy (Ty) Carson...
The accounting treatment under the applicable national rules does not dictate whether an asset is held by an entity. The facts you lay out support a conclusion that beneficial ownership of the vessels does pass to the JV for the Type 2 Lease Vessels and the Owned Vessels...
#132 is correct. We will update 1201007 accordingly. H only needs to acquire 1 share to satisfy 803.7 and take advantage of 802.21.
From: [REDACTED]Sent: Monday, December 12, 2016 10:36 AMTo: Walsh, Kathryn E.; Whitehead, NoraSubject: Advice sought regarding 1-year/...
From: Gillis, Diana L.Sent: Friday, December 09, 2016 3:02 PMTo: [REDACTED]Cc: [REDACTED]Subject: RE: HSR earnout related guidance
Early termination may be granted at any time during the waiting period.
From: [REDACTED]Sent: Friday, December 09, 2016 2:59 PMTo: Gillis, Diana L.Cc: [...
Acquiring C would be separately reportable. Do not allocate C’s assets to A and B.
From: [REDACTED]Sent: Monday, December 05, 2016 4:13 PMTo: Storm, EvanCc: [REDACTED]Subject: RE: Request for Informal Advice
We’ve tracked down the relevant information in...
From: Carson, TimothySent: Monday, December 05, 2016 4:32 PMTo: [REDACTED]Cc: [REDACTED]; Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.; Whitehead, Nora; Storm, Evan; Shaffer, KristinSubject: RE: Question Regarding Reporting Structure
From: Storm, EvanSent: Thursday, December 01, 2016 3:21 PMTo: [REDACTED]Cc: [REDACTED]Subject: RE: 802.51(c)
We agree with your analysis.
From: [REDACTED]Sent: Wednesday, November 30, 2016 6:53 PMTo: Storm, Evan; Gillis, Diana L.; Whitehead, Nora; Shaffer, Kristin;...
From: Whitehead, NoraSent: Wednesday, November 30, 2016 10:29 AMTo: [REDACTED]Subject: RE: Agricultural Cooperatives
You are right that there is no general exemption for agricultural co-ops. Informal 1201002 has that notation because we no longer look to whether the members have...
From: Carson, TimothySent: Wednesday, November 30, 2016 5:42 PMTo: [REDACTED]Cc: Gillis, Diana L.; Whitehead, Nora; Walsh, Kathryn E.Subject: RE: CTO Question
If the Acquiring Person will acquire 50% or more of the voting securities of Target via the cash tender offer...
From: Whitehead, NoraSent: Thursday, November 17, 2016 10:33 AMTo: [REDACTED]Subject: RE: HSR Question re Foreign Bankruptcy
The 15-day waiting period would not apply to this foreign bankruptcy (and Interp. 230 in the premerger practice manual would be inapplicable). Because this is...
From: Storm, EvanSent: Tuesday, November 15, 2016 11:11 AMTo: [REDACTED]Subject: RE: Item 6(b) holders - LLPs
For LLPs, unlike LPs, we require listing of all holders of 5% or more.
From: [REDACTED]Sent: Wednesday, November 09, 2016 12:42 PMTo: Storm, EvanCc: [REDACTED]...
From: Whitehead, NoraSent: Tuesday, November 08, 2016 1:55 PMTo: [REDACTED]Cc: Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.; Carson, Timothy; Shaffer, KristinSubject: RE: Voting Trust/ Interps 1503001/1406014
Agree with both your points.
From: Gillis, Diana L.Sent: Friday, November 04, 2016 2:56 PMTo: [REDACTED]Cc: Berg, Karen E.; Walsh, Kathryn E.; Carson, Timothy; Shaffer, KristinSubject: RE: Technical Reporting Question Regarding Item 7(c)
[REDACTED] you can list “national” for codes that fall under 7(c)(iv)(a)...
[REDACTED] this is useful to know – we went to great lengths after the issuance of the rulemaking to explain that corporations could have associates, though it is “unlikely” as you note below.
If anyone ever has a question on this point, please refer that person to the PNO.
If the UPE and Acquired Entity are operating companies, you do not need to provide financials for their consolidated subsidiaries. However, the financials for unconsolidated subsidiaries that derive revenue in an overlapping code should be provided.
We wanted to share some additional input on the email chain below.