Please respond to Items 5, 7, and 8 based upon the acquiring person’s knowledge or belief. Once the target’s filing is received, we may follow up for additional information. For Item 2, please provide percentages calculated pursuant to Rule 801.12. Contractual rights are not included in this calculation, but we welcome a description in Item 3(a).
Question
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, July 15, 2021 12:03:35 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 801.30 Transaction
[Redacted]
Please respond to Items 5, 7, and 8 based upon the acquiring person’s knowledge or belief. Once the target’s filing is received, we may follow up for additional information. For Item 2, please provide percentages calculated pursuant to Rule 801.12. Contractual rights are not included in this calculation, but we welcome a description in Item 3(a).
Best regards,
Kristin
From: [Redacted]
Sent: Thursday, July 15, 2021 9:46 AM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 801.30 Transaction
Good morning
I have a few questions regarding a proposed cash tender offer that would require a filing if it proceeds.
First, how can the acquiring party confirm which 6 digit NAICS codes and 10 digit manufacturing codes overlap without the cooperation of the issuer? That would impact the responses to Item 5 (whether to check the boxes), Item 7 and Item 8.
Second, if the acquiring parry has voting rights but not economic / beneficial ownership of some shares, should they be included in Item 2(d) as already being held? The amount will not affect whether a filing is needed and will not affect the filing fee, but I wanted to confirm how that should be handled. If included, should we indicate in Item 3 in the description of the transaction that some shares are not beneficially owned and that the acquiring party only has voting rights with respect thereto?
I look forward to receiving your response and guidance.