Question
From:
(redacted0
Sent:
Tuesday, April 01, 2008 10:53 PM
To:
Verne, B. Michael
Subject:Obligation to update HSR filing
Hi Mike-
I would like tounderstand when, if at all, a party has an obligation to update its HSR filingdue to acquisitions or sales that close after the HSR filing is made but beforethe waiting period expires. (I've reviewed the informal opinions that address whena party needs to refile if, for example, the UPE changes or the transactionchanges, but those informal opinions did not seem to address the situations Iam describing.)
For example, if anacquiring person makes an HSR filing on Day 1 that is accurate on Day 1 butthen on Day 4 closes an acquisition that was not subject to the HSR filingrequirements, is the acquiring person obligated to update its HSR filing? Whatif the acquisition that closes on Day 4 was the subject of an HSR filing forwhich the waiting period had expired? What if the transaction that closes onDay 4 is a sale instead of an acquisition?
Assuming that notone of these situations requires an updated HSR filing, should the acquiringperson describe in the initial HSR filing what transactions it expects willclose before the waiting period expires? Should it describe both transactionsthat were the subject of a prior HSR filing and transactions that were not?Should it describe only anticipated acquisitions or also anticipated sales?
Many thanks,