2011003 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Wednesday, November 4, 2020 2:19 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora
Subject: 	FW: NCIs at multiple closings
From: Musick, Vesselina
Sent: Wednesday, November 4, 2020 2:19:07 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: NCIs at multiple closings
Party A should wait and file before the closing that would confer control.
Best,
Vesselina
From:
Sent: Monday, November 2, 2020 9:43:01 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: NCIs at multiple closings
Good morning,
I am hoping you can confirm the applicability of 2004002 to the acquisition of non-corporate interests at
multiple closings.
In 2004002, Buyer’s initial closing for 33% of Target’s voting securities did not meet the size of transaction test.
However, Buyer’s future exercise of an option to acquire additional Target voting securities more than one year
after the initial closing would result in the size of transaction test being met. In that situation, PNO advised that
if Buyer knew at this time that it would exercise the option, it should file upfront for the initial acquisition plus
option exercise.
In the current situation, Party A will acquire non-corporate interests of Party B. As provided for by the
Agreement between Party A and Party B, the acquisition will take place over time, at multiple closings. Party A
anticipates that it will ultimately hold, in the aggregate, at least 50% of the non-corporate interests of Party B,

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and that the value may be in excess of $94m. However, Party A does not anticipate reaching 50% within one
year of the initial closing.
Can you please confirm, consistent with 2004002, that Party A may submit an HSR filing prior to the initial
closing, given that Party A currently knows and expects that it will reach 50% of Party B’s non-corporate
interests and the aggregate value may be in excess of $94m?
Thank you, and please let me know if you have any questions!