2007001 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 execution of an agreement. If no agreement exists yet, a filing would be premature.

Karen

From: [Redacted]

Sent: Wednesday, July 15, 2020 3:17:13 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: Backside Filing question

Dear PNO,

Company B Shareholder will make a backside acquisition of Company A voting securities as a result of Company A’s acquisition of Company B. Can Company B shareholder file HSR ahead of execution of the Company A/Company B LOI or agreement? If yes, would an SEC filing describing the Company A/Company B transaction suffice for 3(b)-1?