Page 34 - The CFIUS Book
P. 34

2.2.2. Add an introduction
An introduction to your submission is not required by CFIUS regulations, however, If you begin your submission with an introduction, you frame the narrative and the rest of the submission fills it in. It makes a cleaner and clearer overall submission and provides the submitters the opportunity to set the tone for the submission. We suggest something like:
ForeignCo, a company organized under the laws of Country and ultimately owned by parentCo, and TargetCo, a company organized under the laws of the State of State and ultimately owned by USco, jointly submit this notice to the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to section 721 of Title vII of the defense production act of 1950, as amended, 50 U.S.C. § 2170, and the statute’s implementing regulations, 31 C.F.r. part 800, with respect to ForeignCo’s [type of transaction – presented in its best light] with TargetCo (the “Transaction”).
Both ForeignCo and TargetCo (the “parties”) are providing the information relating to the Transaction generally. parentCo is supplying the information relating specifically to ForeignCo and parentCo. USco is providing the information relating specifically to TargetCo and USco.
2.2.3. Provide Updates
While your CFIUS notice is under review, you should be sure to alert the Committee to any material changes to facts or information contained in your notice. When in doubt, err on the side of communicating with the Committee. Multiple updates are preferable to having your CFIUS no-action letter revoked after the fact for incomplete submission.
2.2.4. Clarify your organizational charts
Your CFIUS notice should include organizational charts that are simple, straightforward, and easy to understand. The chart for the foreign acquirer should include all persons or entities that are above the foreign person in the chain of ownership, up to and including the ultimate beneficial owner. The nationality of each entity and its percentage of ownership should also be clearly marked. Deal documentation contains a lot of information, but some of it will be extraneous to CFIUS purposes. For instance, some organizational charts add in information about the tax status of each entity. If that information does not show ownership levels or the relationship among entities, that unnecessary information should be cut out if possible so as not to confuse or distract from the main point: foreign ownership and control.

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