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Date
Rule
Item 2, 801.2
Staff
Nora Whitehead
Response/Comments

Confirmed. Either check the box for assets in 2b or check the box for Other and specify “Pursuant to 16 CFR 801.2(f)(1)(i)” (or both).

Question

From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Thursday, July 13, 2023 4:23:56 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Acquisition of Not-For-Profit, Non-Stock Corporation - Item 2 Reporting Question

Confirmed. Either check the box for assets in 2b or check the box for Other and specify “Pursuant to 16 CFR 801.2(f)(1)(i)” (or both).

From: [Redacted]
Sent: Thursday, July 13, 2023 2:51:22 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Acquisition of Not-For-Profit, Non-Stock Corporation - Item 2 Reporting Question

Hello PNO –

I have a rather urgent question regarding how to report the acquisition of a not-for-profit, non-stock corporation in Item 2. My client intends to file tomorrow or Monday for its acquisition of control of not-for-profit, non-stock corporation. Pursuant to 16 CFR 801.2(f)(1)(i), they are “deemed to hold all of the assets of the entity as a result of the acquisition.”

Can you please confirm that for Item 2 reporting purposes, I should report this as an acquisition of assets and not an acquisition of voting securities or non-corporate interests? I tried finding guidance in the informals, but was not able to find anything.

Apologies for the rush request and thank you in advance!

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. 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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