Code of Federal Regulations (Last Updated: July 5, 2024) |
Title 31 - Money and Finance: Treasury |
Subtitle B - Regulations Relating to Money and Finance |
Chapter VIII - Office of Investment Security, Department of the Treasury |
Part 800 - Regulations Pertaining to Certain Investments in the United States by Foreign Persons |
Subpart B - Definitions |
§ 800.249 - Transaction.
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§ 800.249 Transaction.
The term transaction means any of the following, whether proposed or completed:
(a) A merger, acquisition, or takeover, including:
(1) The acquisition of an ownership interest in an entity;
(2) The acquisition of proxies from holders of a voting interest in an entity;
(3) A merger or consolidation;
(4) The formation of a joint venture; or
(5) A long-term lease or concession arrangement under which a lessee (or equivalent) makes substantially all business decisions concerning the operation of a leased entity (or equivalent), as if it were the owner;
(b) An investment; or
(c) The conversion of a contingent equity interest.
(d) Example: Corporation A, a foreign person, signs a concession agreement to operate the toll road business of Corporation B, a U.S. business, for 99 years. Corporation B, however, is required under the agreement to perform safety and security functions with respect to the business and to monitor compliance by Corporation A with the operating requirements of the agreement on an ongoing basis. Corporation B may terminate the agreement or impose other penalties for breach of these operating requirements. Assuming no other relevant facts, this is not a transaction.
Note 1 to § 800.249:See § 800.308 regarding factors the Committee will consider in determining whether to include the access, rights, or involvement to be acquired by a foreign person upon the conversion of contingent equity interests as part of the Committee's analysis of whether a transaction that involves such interests is a covered transaction.