1907003 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Tuesday, July 16, 2019 5:05 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Olson, Eric
Subject: 	FW: HSR Question
From:
Sent: Tuesday, July 16, 2019 5:05:18 PM (UTC-05:00) Eastern Time (US & Canada)
To: Berg, Karen E.
Cc:
Subject: RE: HSR Question
Thanks Karen.
From: Berg, Karen E. [mailto:KBERG@ftc.gov]
Sent: Tuesday, July 16, 2019 5:03 PM
To:
Cc:
Subject: RE: HSR Question
Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s
shareholders, it will be deemed to have made an acquisition of the shares.
Karen
From:
Sent: Friday, July 12, 2019 9:01 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Carson, Timothy <tcarson@ftc.gov>;
Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead, Nora <nwhitehead@ftc.gov>;
Olson, Eric <eolson@ftc.gov>
Subject: FW: HSR Question
From:
Sent: Friday, July 12, 2019 9:00:40 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: HSR Question
Good morning. I have a general question regarding backside filings.
Assume you have two public companies, Company A and Company B. In a hypothetical acquisition, Company
A will acquire assets of Company B. As consideration for transaction, Company B will receive voting securities
of Company A which it will then promptly distribute to Company B’s shareholders.

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I understand that besides evaluating whether Company A's acquisition of Company B’s assets triggers a filing,
an analysis also would need to be made as to whether a backside filing is needed with respect to Company B
and/or Company B shareholders receiving Company A shares.
However, to the extent Company B is intending to promptly distribute the Company A shares it receives to the
Company B shareholders, I was curious whether Company B itself would be exempt from having to evaluate
such a backside filing and we could focus on just the anticipated holdings of Company A shares by the
Company B shareholders. Or would both Company B and its shareholders, separately, potentially have filing
requirements? Or just Company B?
Thanks for getting back to me on this.