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2203002 Informal Interpretation
us-ftc-hsr-informal-interpretations-5955eab2183a367acd6d11b2e100cbcb2203002 Informal InterpretationGuidance
Date
Rule
802.21
Response/Comments
Yes, the exemption applies under the circumstances you have described. Thanks for checking.
Question
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Thursday, March 24, 2022 2:45:55 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Inquiry: 802.21 applicability to spouse
Yes, the exemption applies under the circumstances you have described. Thanks for checking.
Best,
Vesselina
Vesselina Musick
Attorney | Federal Trade Commission | Premerger Notification Office
Direct +1 202.326.2307 | Email: vmusick@ftc.gov | www.ftc.gov
From: [Redacted]
Sent: Thursday, March 24, 2022 11:51:00 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Inquiry: 802.21 applicability to spouse
Hi PNO:
I write with a question about PNO’s current position on the applicability of 802.21 to a natural person whose spouse previously filed HSR for the acquisition of voting securities. Under 801.1(c)(2), voting securities held by a natural person are considered holdings of his/her spouse. By extension, is it PNO’s position that a previous HSR filing made by a natural person to acquire voting securities extends the 802.21 exemption to that natural person’s spouse? For example, Spouse1 filed HSR to acquire voting securities in CorpA, indicated the $50 million (as adjusted) threshold, and subsequently crossed that threshold. Several months later (within the 5 year limit of 802.21), Spouse2 plans to acquire additional voting securities in CorpA and the aggregate value of voting securities held by Spouse1 and Spouse2 post-transaction will not meet or exceed the next threshold ($100 million) under 802.21. In light of 801.1(c)(2) and the fact that Spouse1’s HSR filing fully accounted for all holdings of Spouse2, is Spouse2’s acquisition of voting securities in CorpA exempt under 802.21 by virtue of Spouse1’s previous HSR filing?
Thank you in advance.
Sheinberg, Samuel I. From: HSRH elp Sent: Thursday, March 24, 2022 2:46 PM To: Walsh, Ka th ry n E. ; Ber g, Ka re n E. ; Shaffer, Kristin; Sheinber g, Samuel I. ; Si x, Anne; Whiteh ead, No ra Subject: FW : Inqui ry: 802.21 applicability to spouse From: Musick, Vesselina <vmusick@ftc.gov> Sent: Thursday, March 24, 2022 2:45:55 PM (UTC-05:00) Eastern Time ( US & Canada) To: Cc: e p < e p c.gov> Subject: RE: Inquiry: 802.21 applicability to spouse Yes, the exemption appli es under the circumstances you have described. Thanks for checking. •Best, Vesse li na Vesselina Musick Attorney I Federal Trade Commission I Premerger Notification Office Direct +1 2 0 2 .3 2 6 .2 307 I Email: vmusick@ftc.gov Iwww.ftc.gov From: Sent: urs ay, arc , TC-05:00) Eastern Time (US & Canada) To: HSRHe lp < HSRHelp@ftc.gov> Subject: Inquiry: 802.21 applicability to spouse Hi PNO : I w rite w ith a question about PNO's current position on the applicabili ty of 802.21 to a natural person w hose spouse previously fi led HSR for the acquisition of vot ing securities. Under 801.1(c)(2), vot ing securities held by a natural person are considered holdings of his/ her spouse. By extension, is it PNO's position that a previous HSR fi li ng made by a natural person to acquire vot ing securities extends the 802.21 exemption to that natural person's spouse? For example, Spousel fi l ed HSR to acquire vot ing securit ies in CorpA, indicated the $50 million (as adjusted) threshold, and subsequently crossed that threshold. Several months later (w ith in the 5 year li mit of 802.21), Spouse2 plans to acquire addit iona l vot ing securit ies in CorpA and the aggregate va lue of vot i ng securities held by Spousel and Spouse2 post transaction wil l not meet or exceed the next threshold ($100 million) under 802.21. In li ght of 801.1(c )( 2) and the fact that Spouse l ' s HSR fi li ng fully accounted for all ho ldi ngs of Spouse2, is Spouse2's acquisit ion of voting securit ies in piiiiii02 .21 by virtue of Spousel' s previous HSR fi li ng? 1
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