2411006 Informal Interpretation

Date

November 20, 2024

Rule

803.12

Staff

Anne Six

Response/Comments

Please see answers below in bold.

Original Image - 2411006 Informal Interpretation (881.95 KB)

Question

From: Six, Anne <asix@ftc.gov>
Sent: Wednesday, November 20, 2024 10:08:41 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Request for Assistance in Pull and Refile

Please see answers below in bold.

From: [Redacted]
Sent: Tuesday, November 19, 2024 7:31:48 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Request for Assistance in Pull and Refile

We will be pulling and refiling a Notification and Report Form where the waiting period has not yet completely run.

We’ve reviewed Section 803.12(c) re withdrawal and refiling of an HSR premerger notification filing and the FTC’s tip sheet. However, we still have some additional questions we would appreciate your input with:

As the Acquiring Person, do we send the Notice Letter via email to both agencies, or do we need to request a new link and send it in the same way as an HSR form?

Please email the notice letter to both premerger@ftc.gov, premerger@usdoj.gov, as well as the attorney that sent you your WP letter. Then, when you are ready to refile, send your updated Form, certification, affidavit, and any new Item 4 documents via Kiteworks, indicating that the submission is a Refile and including the Transaction Number that was in your WP letter.

On the Notice Letter, other than stating the intent to withdraw the filing (with transaction number) on Date X and refile on Date Y (within 2 business days), is there any other mandatory language the notice must contain?

No, nothing additional.

For the refile, our understanding is that we need to resend the original HSR Form with a new date and other updates, if any. Could you please confirm?

Yes, please provide a complete Form with an updated Item 4.

According to the tip sheet from the FTC PNO’s website, it is our understanding we need to file a new certification and affidavit updated, including with a new date. Could you please confirm?

Yes.

According to the tip sheet from the FTC PNO’s website, it is also our understanding that we don’t need to refile the old documentary attachments, but only new ones if there are any. Could you please confirm?

Yes.

Once we are ready to refile, do we reference the old filing in the new cover letter and HSR Form--with the transaction number you provided in our waiting period letter? Or will we get a new number? Please advise.

The Transaction Number will remain the same. Please reference it in both your Notice Letter and your Refile submission.

Thank you very much for your assistance.

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Wednesday, November 20, 2024 10:09 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: Request for Assistance in Pull and Refile
From: Six, Anne <asix@ftc.gov>
Sent: Wednesday, November 20, 2024 10:08:41 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Request for Assistance in Pull and Refile
– Please see answers below in red.
Best,
Anne
Anne K. Six
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2799 | asix@ftc.gov
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, November 19, 2024 7:32 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW: Request for Assistance in Pull and Refile
From:
Sent: Tuesday, November 19, 2024 7:31:48 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc:
Subject: Request for Assistance in Pull and Refile
We will be pulling and refiling a Notification and Report Form where the waiting period has not yet completely run.
We’ve reviewed Section 803.12(c) re withdrawal and refiling of an HSR premerger notification filing and the FTC’s tip
sheet. However, we still have some additional questions we would appreciate your input with:
1. 	As the Acquiring Person, do we send the Notice Letter via email to both agencies, or do we need to request a
new link and send it in the same way as an HSR form?
Please email the notice letter to both premerger@ftc.gov, premerger@usdoj.gov, as well as the attorney that
sent you your WP letter. Then, when you are ready to refile, send your updated Form, certification, affidavit,
and any new Item 4 documents via Kiteworks, indicating that the submission is a Refile and including the
Transaction Number that was in your WP letter.
2. 	On the Notice Letter, other than stating the intent to withdraw the filing (with transaction number) on Date X
and refile on Date Y (within 2 business days), is there any other mandatory language the notice must contain?
No, nothing additional.
3. 	For the refile, our understanding is that we need to resend the original HSR Form with a new date and other
updates, if any. Could you please confirm?
1

2411006 Informal Interpretation

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