2107001 Informal Interpretation

From: 	HSRHelp
To: 	Walsh, Kathryn E.; Berg, Karen E.; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora; Musick, Vesselina
Subject: 	FW: 801.30 Transaction
Date: 	Thursday, July 15, 2021 12:03:44 PM
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, July 15, 2021 12:03:35 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 801.30 Transaction
Please respond to Items 5, 7, and 8 based upon the acquiring person’s knowledge or belief. Once
the target’s filing is received, we may follow up for additional information. For Item 2, please
provide percentages calculated pursuant to Rule 801.12. Contractual rights are not included in this
calculation, but we welcome a description in Item 3(a).
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Thursday, July 15, 2021 9:46 AM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 801.30 Transaction
Good morning
I have a few questions regarding a proposed cash tender offer that would require a filing if it
proceeds.
First, how can the acquiring party confirm which 6 digit NAICS codes and 10 digit manufacturing
codes overlap without the cooperation of the issuer? That would impact the responses to Item 5
(whether to check the boxes), Item 7 and Item 8.
Second, if the acquiring parry has voting rights but not economic / beneficial ownership of some

shares, should they be included in Item 2(d) as already being held? The amount will not affect
whether a filing is needed and will not affect the filing fee, but I wanted to confirm how that should
be handled. If included, should we indicate in Item 3 in the description of the transaction that some
shares are not beneficially owned and that the acquiring party only has voting rights with respect
thereto?
I look forward to receiving your response and guidance.
Thank you
.