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Date
Rule
801.1
Staff
Premerger Notification Office
Response/Comments

We agree.

Question

Good afternoon,

We are preparing a B-side HSR filing. As of the date of filing the acquired entity will control indirectly 2 wholly owned subsidiaries (Sub A and Sub B) which will be spun out and carved out of the reported transaction (through a non-reportable transaction) between signing and closing.

Since Sub A and Sub B are included in the Target at the time of filing but will not be included in the Target at closing and are not part of the reported transaction, we understand that we are not required to include them in the information reported in the HSR Form but will add a footnote explaining that aspect of the transaction. 

Please let us know if you agree.

About Informal Interpretations

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. 

Learn more about Informal Interpretations.

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