us-ftc-hsr-informal-interpretations-094320e53df3f5309fe449188473b6e1•2504009 Informal Interpretation
2504009 Informal Interpretation
us-ftc-hsr-informal-interpretations-094320e53df3f5309fe449188473b6e12504009 Informal InterpretationGuidance
For deals above $505.8M (as adjusted annually), both filing parties should always check N/A.
Yes.
For deals below $505.8M,
- if the filing party provides financials clearly showing that it meets one threshold, check N/A.
- otherwise, the filing person should check the box stipulating to the relevant SoP threshold.
No, for deals below $505.8 million, where the size of person test is applicable, the filing person should always check the box stipulating to the relevant SoP threshold, even if the financials show it meets a threshold.
Question
Hope you had a nice long holiday weekend. We have a hopefully straightforward question regarding when to check the N/A box for size of person stipulation in the HSR form. Could you please confirm our understanding below is accurate?
- For deals above $505.8M (as adjusted annually), both filing parties should always check N/A.
- For deals below $505.8M,
- if the filing party provides financials clearly showing that it meets one threshold, check N/A.
- otherwise, the filing person should check the box stipulating to the relevant SoP threshold.
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