1709002 Informal Interpretation

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Haynes, Lanea
From: 	Gillis, Diana L.
Sent: 	Monday, September 11, 2017 12:21 PM
To: 	Shaffer, Kristin; Walsh, Kathryn E.; Carson, Timothy; Berg, Karen E.;
Whitehead, Nora
Subject: 	RE: HSR Notification Threshold
Sorry, no – the requirements to file as a tender offer would have to be met.
From:
Sent: Friday, September 08, 2017 5:27 PM
To: Gillis, Diana L.; Shaffer, Kristin; Walsh, Kathryn E.; Carson, Timothy; Berg, Karen E.; Whitehead, Nora
Subject: RE: HSR Notification Threshold
Thanks, Diana. If the bases is 801.30(a)(1) and (5) for the toehold and (a)(3) for the 50% acquisition, but the client
hasn’t yet made the public announcement of the TO, would they be able to file on that basis?
Thanks again,
_______________________________
From: Gillis, Diana L. [mailto:dgillis@ftc.gov]
Sent: Friday, September 8, 2017 2:40 PM
To: 	Shaffer, Kristin <kshaffer@ftc.gov>; Walsh, Kathryn E.
<kwalsh@ftc.gov>; Carson, Timothy <tcarson@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Whitehead, Nora
<nwhitehead@ftc.gov>
Subject: RE: HSR Notification Threshold
If the buyer is able to attest to its good faith intention to acquire 50% or more, via a sub‐part(s) of 801.30, then they
could file.
From:
Sent: Friday, September 08, 2017 1:42 PM
To: Shaffer, Kristin; Walsh, Kathryn E.; Gillis, Diana L.; Carson, Timothy; Berg, Karen E.; Whitehead, Nora
Subject: HSR Notification Threshold
Dear all –
Our client has the current intention to acquire Company X, a publicly listed company. It hasn’t yet worked out the
corporate mechanics of how it will do so, but it may be via a tender offer, among other possible structures. The client
intends to make the acquisition within the next year. In the meantime, the client would like to acquire a toehold in

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Company X valued in excess of $80.8 million. Can the client submit an HSR Form, filing for the 50% HSR notification
threshold, covering both the toehold acquisition and the acquisition of the entire company?
Many thanks, as always, for your guidance and have a great weekend.
Best,