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Date

Tags:

Rule
801.30
Staff
Kristin Shaffer
Response/Comments

 Confirmed.

Question

[Redacted]


Subject: 801.30 Question

 

We want to confirm our understanding that the transaction described below can be reported as either an 801.30 or a non-801.30 transaction. Pursuant to an agreement entered into between Company A and Company B, each of which is its own UPE, Company A will acquire voting securities of Company B from the shareholders of Company B, in exchange for voting securities of Company A. Company A is already a significant minority shareholder of Company B. As a result of the acquisition, Company B will become a wholly owned subsidiary of Company A. Please assume that the size of transaction and size of person tests are satisfied.

 

This scenario is a slight variation on PNMP #217 and Informal Interpretation 1705003, in that the Company B shareholder that is a party to the transaction agreement and the acquiring person are the same entity (Company A). Our understanding, however, is that Company A may still elect to treat the acquisition as a non-801.30 acquisition, because Company B is a party to the acquisition agreement with Company A, which is also a shareholder of Company B. Were Company A to provide the 801.30 Notice Letter to Company B, for example, such letter would not provide any additional notice to Company B regarding its own obligations under the HSR Act, as Company B would already be fully aware of its filing obligations.

 

We would appreciate it if you could confirm our understanding.


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.

Learn more about Informal Interpretations.