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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 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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