Lin Shicheng put down the coffee cup and did not answer immediately.
He turned over the printout of the SEC inquiry letter to the back, took out a pen from his inner suit pocket, and drew a horizontal line in the blank space.
"Zhao Zong, before answering you, I need to confirm one thing first."
The tip of his pen tapped lightly on the starting point of the horizontal line,
"Do you have a goal in mind for the scale of the follow-up Add Position? Different scales have different corresponding paths."
Zhao Chen picked up the tea cup and took a sip, but did not answer immediately.
"More than fifteen percent. Between fifteen and twenty."
Lin Shicheng didn't ask why.
He just lowered his head and marked several ticks on the horizontal line:
10%, 15%, 20%, and then quickly write a few lines next to each scale.
The sound of the pen tip scratching the paper was particularly clear in the quiet Suite, and the snow outside the window was still falling.
"If it is between ten and fifteen percent - the increase is within two points of the total share capital."
The pen tip of Lin Shicheng stops at the 12% mark.
"The most direct plan is to use Schedule 13D Amendment Filing. Each time the holding exceeds 1% of the total share capital, a correction must be submitted within two working days.
The advantage is that compliance costs are lowest, no additional antitrust review is required, and funds can enter the market at any time.
The disadvantage is that it has the highest transparency - every time a revised application is submitted, Bloomberg and Reuters will pop up, and Wall Street will track the Add Position rhythm of Era Vanguard in real time.
If we complete the two-point accumulation in four to five times, the market will see Schedule 13D Amendment Filing at least four to five times.
However, 13D is now in the public eye, and it is not a problem in itself for the increase in holdings to be seen by the market.
As long as our funding sources and stock holding purposes can withstand repeated scrutiny by the SEC, taking the 13D correction channel is the fastest."
He turned to the next page.
"If it's more than 15 percent - the increment is more than four points."
Lin Shicheng moves the pen tip to the 15% mark.
"I recommend starting the HSR Filing program.
The Hart-Scott-Rodino Antitrust Improvements Act stipulates that any acquirer that acquires more than a certain amount of voting securities of a target company shall
Both Federal Trade Commission and Department of Justice must submit HSR Filing and wait for an initial review period of at least 30 days.
The HSR filing threshold is adjusted annually. The adjusted threshold in 2018 is approximately 84 million US Dollar--
Any transaction of Era Vanguard Add Position Nvidia far exceeds this threshold.
Taking the HSR channel means that our holdings are 'clean' - the regulatory review has been passed and the antitrust agency has no objections.
From the SEC to the FTC to Department of Justice, all regulatory authorities will see that Era Vanguard's Add Position has undergone complete antitrust review.
This is the best endorsement of our legitimacy and legitimacy on Nvidia Shareholder Register.
Moreover, the review process is not public, and the market will not know in real time that we are in Add Position.
But at the same time, we must also make 13D declarations. Every time we declare, the market will know our positions."
He paused and drew a dotted line between 15% and 20%.
"But if the target is 20 percent or higher - that triggers 1's 3D amendment filing obligations and HSR antitrust review, it will be more stringent.
And the HSR review is no longer a formality.
The FTC will ask - Era Vanguard holds more than 20% of Nvidia's shares, is it likely to have a substantial impact on industry competition?
Is it possible to influence Nvidia's supply strategy, pricing strategy or technology licensing strategy for competitors through Nvidia's Board of Directors Seat or shareholder voting rights?
Each of these questions requires separate response materials.
The review cycle may also be extended from 30 days to longer.
If the FTC files a second inquiry after the 30-day initial review period has expired, the review period may be extended."
He put down his pen and raised his head.
"Zhao Zong, Different proportions have different compliance costs, different market impacts, and different time windows.
It's my job to mark every path. It's your choice."
New York The snow is still falling, and several numbers have been marked on the horizontal line drawn by Lin Shicheng.
He stopped the pen on the paper and looked at Zhao Chen.
"Fifteen to twenty."
He repeated the number, his voice low, but with a cautious tone after weighing all possibilities.
"Zhao Zong, HSR Filing's program, one thing must be made clear -
The mechanism of HSR is declaration→waiting→delivery. It is not that you can buy and wait after declaration.
There is a 30-day legal waiting period after the declaration is submitted, during which no stock delivery can be completed.
The cash tender offer can be shortened to 15 days, but we are buying Secondary Market, so we cannot enjoy this shortened treatment. The standard is 30 days.
After the 30-day waiting period, if the FTC does not make a second inquiry, Era Vanguard can actually buy more than 15% of the shares on Secondary Market.
If the FTC makes a second inquiry within 30 days - commonly known as a Second Request - the review period will be extended.
If everything goes well, it will be released as soon as the 30-day window is up, but if it doesn't go well, the whole cycle will be extended to three to four months or even longer, depending on how much materials the FTC wants us to supplement."
He wrote two words next to the 15% mark, "No purchase."
"So you can't wait until you have bought enough before going through the process. The process must be done first, and the purchase must wait until the process is completed."
Zhao Chen's fingers stopped on the edge of the tea cup.
This means that if you take the HSR route, there will be at least a 30-day window between submission of declaration and actual increase in holdings.
He could do nothing for 30 days but wait.
"What about Schedule 13D Amendment Filing?" Zhao Chen asked.
"Schedule 13D Amendment Filing There is no waiting period." Lin Shicheng Turn to another page,
"Every time the holding increases by more than 1% of the total share capital, an amended declaration must be submitted within two working days.
Buy and then quote, not quote and then buy. Therefore, through the 13D correction channel, funds can enter the market at any time without any legal waiting period restrictions.
The price is what I just said - every time an amendment application is submitted, Bloomberg and Reuters will pop up, and all Wall Street can see the Add Position steps of Era Vanguard in real time."
He drew the pen back and forth between 10% and 15% twice.
"If the goal is to reach more than fifteen in one step, HSR cannot be circumvented.
Take HSR plus 13D to correct the two lines in parallel--
Submit HSR Filing first, wait until the 30-day review period is over, and then enter the market to buy. After buying, every transaction exceeding 1% will be transferred to Schedule 13D Amendment Filing.
The order is: first declare, then wait, then buy, then disclose."
He paused.
"If you don't want to wait for these 30 days, then control the total position within 15%.
If it is less than 15%, there is no need to go to HSR, just go to Schedule 13D Amendment Filing.
Each batch of purchases is not subject to the waiting period. If you buy it, you will report it. Once you report it, it will be made public. Once it is made public, you will continue to buy."
Zhao Chen picked up the tea cup and took a sip, his eyes falling on the snowy curtain outside the window Manhattan.
You can bypass HSR within 15% and go directly to the 13D correction channel. Funds enter the market quickly, but every Add Position will be seen by the market in real time.
More than 15% must go through HSR, the legal waiting period is 30 days, and nothing can be done during the window period.
But once it was released, Era Vanguard received the strongest endorsement for its compliance with antitrust supervision.