2305005 Informal Interpretation

She inberg, Samuel I.
From: 	HSR Help
Se nt: 	Wedn esday, May 17, 2023 5:02 PM
To: 	Walsh, Kat h ry n E. ; Berg, Kare n E. ; Shaffer, Kristin; She inber g, Samuel I.; Six, Anne; Whiteh ead, Nora;
Fetterman, Michelle
S ubj ect : 	FW: HSR Question
From: Musick, Vesselina <vmusick@ftc.gov>
Se
To:
Cc:
Su Je 	: 	: 	ues 10n
CONTROLLED
We agree. Please reference each filing in the other and provide an explanation of the circumstances similar to the one in
the email.
Kind regar ds .
Vessel ina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +1 202.326.2307 I Email: vmusick@ftc.gov Iwww.ftc.gov
From: HSRHelp <HSRHelp@ftc.gov>
Se nt : Wednesday, May 17, 2023 11:49 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KB ERG@ftc.gov>; Musi ck, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; She inber g, Samuel I. <SS HEINBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject : FW: HSR Question
From:
Sent : 	C-05:00) Eastern Time (US & Canada )
To: HSRHe lp < HSRHelp@ftc .gov>
Cc:
Su
Dea r PNO Team :
We have two transactions involving the same acquiring and acquired persons, that are related but not occurring
(closing) on the same day. One t ransaction involves the acquisit ion by Company B of ce rta in assets of Company A for a
value in excess of $100 mill ion (as adjusted) to close on Day 1 ("Assets Acquisit ion"). The second transaction involv es the
acquisit ion by Company B of 100% of Company's A equity ("Equity Acquisition ") for in excess of $100 million ( as
adjusted) but the merger agreement in connection w ith Equ ity Acquisition provides that the Equ ity Acquisition will not
close unt il at least t wo busi ness days after the Assets Acquisit ion. Wh ile the Asset Acquisition is conditioned upon
(among others) all of the conditions to the Equ i ty Acquisition having been satisfied or waived or being capable of being
time ly satisfied at the closing of the Equ ity Acquisition, events may transpire or circumstances may ari se between the
closing of the Asset Acquisition and the expected clos ing of the Equ ity Acquisition such that the Equity Acquisition is
never consummated. The pa rt ies have agreed that if the Assets Acquisition is consummated but the merger ag reement
providing for the Equ ity Acquisition is subsequently term inated, Company A will pay a break fee to Company B. The
Equ i ty Acquisition is a cash tender offer . We do not believe this situation falls under the definition of "c ont inuum"
because the Assets Acquisition is not an intermediate step in a series of t ransactions that a ll happen at the same closing
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or on the same day. Accordingly, w e believe both transactions are separately reportable and we w ou ld file two
Not ification and Report Forms at the same time and pay t w o fi ling fees based on the value of each separate transaction .
Please l et us know if you disagree or have any questions.
Thank you.
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