Tag: Competition

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Filtering by content type: HSR Informal Interpretation

From: Berg, Karen E.Sent: Wednesday, July 15, 2020 3:41:34 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Backside Filing question[Redacted]The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the...
We agree.From: [Redacted]Sent: Monday, June 1, 2020 8:50:12 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Subject: Regularly prepared financialsDear PNO,
From: Six, AnneSent: Wednesday, June 24, 2020 10:44 AMTo: [Redacted]Cc: [Redacted]Subject: FW: Question re 802.30We view Merger 1 as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and Merger 1 is reportable. From: [Redacted]...
From: Carson, TimothySent: Thursday, June 11, 2020 6:58:52 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Valuing assumed liabilities
From: Walsh, Kathryn E.Sent: Tuesday, June 9, 2020 11:47:40 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: FW: Licensing InquiryThe collaboration involves co-exclusive licenses, so there is nothing reportable at the outset. But if either party...
From: Berg, Karen E.Sent: Monday, June 8, 2020 1:24:35 PM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Item 5--US OperationsRevenues the client receives from sales of its product through the US-based platforms should be reported in Item 5a.From: [...
From: Whitehead, NoraSent: Friday, June 26, 2020 9:59:57 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: 803.5(a)(2) cash tender offer affidavitWe agree, as long as the announcement complies with SEC regulations.From: [Redacted]Sent: Thursday,...
From: Whitehead, NoraSent: Tuesday, June 9, 2020 10:53:28 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: 801.12 and voting agreementConfirmed.From: [Redacted]Sent: Monday, June 8, 2020 12:02:06 PM (UTC-05:00) Eastern Time (US & Canada)To: [...
From: Carson, TimothySent: Friday, May 15, 2020 10:26:37 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Size of person question
From: Carson, TimothySent: Wednesday, May 6, 2020 9:22:32 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: Question Re: UPE AnalysisIt appears that Trust has the final say since it has the right to approve and/or veto any director elected by a...
From: Whitehead, NoraSent: Tuesday, May 12, 2020 11:31:52 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: HSR QuestionAgree.From: [Redacted]Sent: Tuesday, May 12, 2020 10:26:37 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Subject:...
From: Berg, Karen E.Sent: Friday, May 8, 2020 10:51:19 AM (UTC-05:00) Eastern Time (US & Canada)To: [Redacted]Cc: [Redacted]Subject: RE: 802.63We agree that 802.63 is not available under these facts.KarenFrom: [Redacted]Sent: Thursday, May 7, 2020 12:14:37 PM (UTC-05:00) Eastern...
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,...

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