2207003 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, Ju ly 7, 2022 8:49 AM
To: 	Wa lsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I. ; Six, Anne; Whitehead, Nora;
Fetterman, Miche ll e
Subject: 	FW: HSR Wa iting Per iod in Tender Offer Context
From: Shaffer, Kristin <ks haffe r@ ftc.gov>
Se
To:
Cc:
Su
Ye s, th is is acceptable. Plea se note these circumstances in the cov er letter and Item 3(a) descri pt ion.
•Best regard s,
Kristin
Kristin Shaffer
Attorney
Pr emerger Notificat ion O ffice
Federal Trade Commission
202-32 -
From :
Sent: Thursda y, July 7, 2022 8:21 AM
To: HSRHe lp <HSRHelp @ftc .gov>
Cc:
Subject: RE: HSR Wait ing Period in Tender Offer Context
Dear All:
Just checking in on the inquiry below as it has become t ime sensitive.
Best regards,
From:
Sent: Tuesda y, July 5, 2022 5: 36 PM
To: HSRHelp (HSRHelp@ftc .go v) <HSRHe lp@ftc .gov>
Cc:
Subject: HSR Wait i ng Per iod in Tender Offer Context
Dear All :
I ha ve a transaction in which a buy er will commence a cash tender offer to cross the $101 million thre sho ld. It then plans
to acqui re addit ional shares from selling shareholders that would result in the buy er's c ro ssi ng the $202 mill ion
thre sho ld.
1

Can the acquiring person submit a single filing covering its entire plan with the tender offer subject to a 15 day period
and the remaining acquisitions subject to a 30 day period? PNPM 224 seems to contemplate such an approach, although
that involved a merger subject to 803.5(b) and that would not be the case here.
Thank you for your consideration.
Best regards,
2