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2007001 Informal Interpretation
us-ftc-hsr-informal-interpretations-723b608f2630b1151edf4320590d7aab2007001 Informal InterpretationGuidance
Date
Rule
803.5, Item 3
Response/Comments
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.
Question
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?
2
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