File
Original Image File (42.78 KB)
0602023 Informal Interpretation
us-ftc-hsr-informal-interpretations-cb513b044ef2bef3b23502dbc435cfc30602023 Informal InterpretationGuidance
Date
Rule
801.12
Response/Comments
If the shares to be acquired as a result of the exercise of warrants represent common stock, you must do a calculation of percentage held under Section 801.12. If the amount held crosses a new threshold, an additional filing would be required.
Question
From:(redacted)
Sent: Monday, February 27, 2006 2:56 PM
To:Verne, B. Michael
Cc:(redacted)
Subject: question
Hi, Mike
You and I had spoken sometime ago about an entity which held non-voting notes of an issuer which weregoing to be turned into voting securities by virtue of a charter amendmentgiving the holders of such notes the right to vote with shares of the issuer'scommon stock. Since the issuer's charter subjected the holder to a 5% votinglimitation, you had advised us that we could file for the threshold whichconstituted 5% of the value of the notes. The question arises as to whether anexercise of warrants, which would result in an acquisition of common stock,would give rise to a new filing obligation assuming a new threshold is crossed.Despite acquiring additional voting securities, the 5% limitation remains ineffect, such that the voting interest is no greater than it was previously. Areyou of the opinion that a new filing is not necessary?
Continue your research in ChatGPT or Claude
Connect Omnilex to search the legal corpus from your AI assistant.