17011003 Informal Interpretation

1
Haynes, Lanea
From: 	Shaffer, Kristin
Sent: 	Tuesday, November 21, 2017 3:06 PM
To:
Cc:
Subject: 	RE: Question re: HSR Filing
,
In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or
entities (i.e., bidders in a private auction) as long as the parties submit an executed agreement or LOI.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202‐326‐3434 | kshaffer@ftc.gov
From:
Sent: Tuesday, November 21, 2017 1:07 PM
To: Shaffer, Kristin
Cc:
Subject: RE: Question re: HSR Filing
Kristin,
Yes, it is an auction sale by Seller.
Thanks Again.
From: Shaffer, Kristin [mailto:kshaffer@ftc.gov]
Sent: Tuesday, November 21, 2017 7:51 AM
To:
Cc:
Subject: RE: Question re: HSR Filing

2
,
Why has the seller entered into more than one LOI for the same transaction? Is this in conjunction with an auction sale?
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202‐326‐3434 | kshaffer@ftc.gov
From:
Sent: Monday, November 20, 2017 2:46 PM
To: Walsh, Kathryn E.
Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Sheinberg, Samuel I.; Whitehead, Nora;
Subject: Question re: HSR Filing
Dear Ms. Walsh,
If a seller signs a letter of intent (or a similar document) for the acquisition of Target with two separate buyers (“Buyer
A” and “Buyer B”), then can it submit two HSR filings – one in connection with the acquisition by Buyer A and one in
connection with the acquisition by Buyer B? Or, would this run afoul of 803.5(b)’s requirement that the person filing
attest to the good faith intention to complete the transaction?
Please advise.
Thank You.