1810003 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Tuesday, October 16, 2018 1:38 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Whitehead,
Nora
Subject: 	FW: HSR Question
From: Shaffer, Kristin
Sent: Tuesday, October 16, 2018 1:37:30 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: HSR Question
We agree.
Best regards,
Kristin
From:
Sent: Tuesday, October 16, 2018 12:47:07 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: HSR Question
I hope all is well.
I have a quick question. Based on the facts below, I do not believe an HSR filing is required.
Company A purchased 51% of the voting securities of Company B years ago for an amount that was well below the HSR
threshold.
Company A received an option to purchase the remaining 49% at some time in the future.
Company A is considering exercising that option. It is not certain at this time whether the combination of the purchase
price for the original 51% acquisition, plus the purchase price for the 49% option, will exceed the current $84.4 million
threshold.
However, my understanding is that the option purchase – regardless of its dollar value ‐‐ does NOT require an HSR filing
because it is exempt pursuant to 15 U.S.C. 18(a)(c)3 (exempting “acquisitions of voting securities of an issuer at least 50
per centum of the voting securities of which are owned by the acquiring person prior to such acquisition”)

2
Please let me know if you agree no filing is required or if you need any more information.
As always, many thanks for your help. It is greatly appreciated.
The contents of this message may be privileged and confidential. If this message has been received in error, please delete it without reading it. Your receipt of this
message is not intended to waive any applicable privilege. Please do not disseminate this message without the permission of the author. Any tax advice contained
in this email was not intended to be used, and cannot be used, by you (or any other taxpayer) to avoid penalties under applicable tax laws and regulations.