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Date

Tags:

Rule
Item 2 and Item 3
Staff
Timothy Carson
Response/Comments

Yes, our guidance states that size of transaction can be expressed in a range as long as it does not straddle a filing fee threshold.

Question

From: Carson, Timothy


Sent: Friday, July 13, 2018 10:29:54 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Item 2 and 3 Question

Yes, our guidance states that size of transaction can be expressed in a range as long as it does not straddle a filing fee threshold.


From: [Redacted]


Sent: Friday, July 13, 2018 10:00:13 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]

Cc: [Redacted]


Subject: Item 2 and 3 Question

Hello,

We represent a corporation involved in a transaction in which it will acquire voting securities, non-corporate interests, and real estate. We intend to file notification on the Letter of Intent. Due to the structure of the deal, the corporation has performed a fair market value that places the value of the transaction within the first notification threshold, i.e. $84.4 million-$168.8 million.

For various reasons, we do not want to share the exact valuation with Seller. Is it acceptable to file notification and in Items 2 and 3 state that the range of the deal is “Greater than $150 million but less than $168.8 million”?

 

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Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

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