1810006 Informal Interpretation

us-ftc-hsr-informal-interpretations-b81b7d806f51edb6cb3a3cafbc217c4a1810006 Informal InterpretationGuidance

Date

Tags:

Rule
802.23
Staff
Nora Whitehead
Response/Comments

No new filing would be required, under the circumstances you describe.

Question

From: Whitehead, Nora


Sent: Monday, October 15, 2018 3:27:05 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Need for Refiling

No new filing would be required, under the circumstances you describe.

From: [Redacted]


Sent: Monday, October 15, 2018 3:01:44 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Need for Refiling

Dear PNO Staff,

Is a new filing required if, after filing for an all-cash acquisition, the parties agree to use buyer’s stock for part of the consideration, but the seller’s acquisition of buyer’s stock is not reportable and the value of the reportable transaction does not change? I believe the answer should be no new filing required, but I would be interested in your thoughts. Thank you

1
Sheinberg, Samuel I.
From:
Sent: 	Monday, October 15, 2018 3:27 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Shaffer, Kristin; Sheinberg, Samuel I.
Subject: 	FW: Need for Refiling
From: Whitehead, Nora
Sent: Monday, October 15, 2018 3:27:05 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Need for Refiling
No new filing would be required, under the circumstances you describe.
From:
Sent: Monday, October 15, 2018 3:01:44 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Need for Refiling
Dear PNO Staff,
Is a new filing required if, after filing for an all‐cash acquisition, the parties agree to use buyer’s stock for part of the
consideration, but the seller’s acquisition of buyer’s stock is not reportable and the value of the reportable transaction
does not change? I believe the answer should be no new filing required, but I would be interested in your
thoughts. Thank you,
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