Description
Brief criteria in regard to sample 60 day notice.
SAMPLE 60-DAY NOTICE
Scenario: Unregistered foreign firm (Buyer) buys registered U.S. firm
(Registrant). Registrant has no subsidiaries and is to become a subsidiary
of Buyer. Buyer does not own-or-control any other ITAR-registered
subsidiaries / affiliates.
Replace bolded text with the details of your case. If a section does not
apply to your activities, indicate that it is “Not Applicable.”
Bolded Italicized text provides additional instructions.
ABC, Inc. Letterhead
Date
ABC, Inc.
2981 Westmorland Drive
North East, Alabama 99999
Ms. Lisa Aguirre, Director
Office of Defense Trade Controls Compliance
Directorate of Defense Trade Controls
Attn: Compliance & Registration Division
U.S. Department of State
2401 E Street NW, SA-1, Room H1200
Washington, DC 20037
- 2 -
Subject: 60-day Notification of Acquisition of ABC Inc. (MXXXXX and/or
KYYYY) by Alphabet Defense Investments (UK)
Dear Ms. Aguirre:
ABC Inc (“ABC” or “Seller”) submits the following notice that it has entered
into an agreement to be purchased by Alphabet Defense Investments
(“Alphabet” or “Buyer”), a United Kingdom Private Limited Company. This
notice is being submitted pursuant to responsibilities under Section 122.4 (b) of the
International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130):
1. What is the intended date for completion of the transaction? The parties
intend to complete the transaction, on or about [enter applicable date].
2. Describe the transaction, i.e. whether it is an asset purchase/stock
purchase/merger/etc.: Alphabet intends to acquire ABC by asset
purchase/stock purchase/merger/etc.
3. Summarize the essentials of the transaction, including a statement of
purpose and scope with an explanation of actions to be taken inside and
outside of the U.S.: The acquisition is intended to complement
Alphabet’s expertise in widget solutions and will permit Alphabet to
reach out to new markets in the United States and Latin America.
Alphabet has no plans to change the venue of ABC’s activities.
4. Do the parties plan to file with the Treasury Department’s Committee on
Foreign Investment in the United States (CFIUS)? Yes
5. ITAR Compliance Manuals, Policies, and Procedures:
a) Provide a copy of Seller’s (and other Seller-owned/controlled
& registered firms, if any) ITAR compliance manual; ITAR training
material and records; a list of United States Munitions List
categories and names of articles being manufactured; and
corporate/business policies and procedures regarding export
controls, including any security plan that assure appropriate
- 3 -
compliance for ITAR-controlled articles and defense services and
foreign (non-U.S.) person access. See attachment A.
b) If Buyer owns or controls ITAR-registered affiliates, provide a copy of their
ITAR compliance manual; ITAR training material and records; and
corporate/business policies and procedures regarding export controls, including
any security plan that assure appropriate compliance for ITAR-controlled articles
and defense services and foreign (non-U.S.) person access. Not applicable.
c) Is Buyer (or other Buyer-owned/controlled subsidiaries /
affiliates) currently carrying out ITAR activities outside of the U.S.
(e.g., through licenses, technical assistance agreements,
manufacturing license agreements, etc.)? If yes, please explain and
provide a copy of Buyer’s (and its related companies’, if any) ITAR
compliance manuals; ITAR training materials and records; and
corporate/business policies and procedures regarding export
controls, specific steps including any security plans that ensure
appropriate compliance for ITAR-controlled articles and defense
services and foreign (non-U.S.) person access.
A subsidiary, Oxbridge Widgets, is carrying out contracts for a
U.S. defense contractor. See Attachment B for compliance
materials.
For 5(a), (b) & (c) be sure to describe any special steps to be taken to ensure
appropriate compliance for the protection of ITAR-controlled defense
articles and services that will be acquired as the result of this transaction.
6. Provide a chart of the corporate structure of the Seller prior to the
transaction, including all subsidiaries, direct and indirect owners as well as
the ultimate parent. See Attachment C.
7. Provide charts of the corporate structure of the Buyer before and after the
transaction showing the disposition of Seller whether as a subsidiary, as a
distinct division, as absorbed into Buyer or one of its subsidiaries, etc.;
include all of Buyer’s subsidiaries as well as direct and indirect owners and
the ultimate parent. See Attachment D.
- 4 -
a) Provide names & addresses for all such companies and partnerships,
including a list of senior officers for each. See Attachment E.
8. Indicate whether Buyer is a public or private company
a) For individuals or entities with an interest of greater than 5%, provide
name, address and nationality.
i. Alphabet is a privately held company.
ii. Individuals or entities with an interest of greater than 5% are:
DEF Investments (15%)
188 8th St. NW
St. Cloud, Idaho 08080
Nationality: US
EFG Investments (70%)
666 6th Ave SE
N. Westmoreland, Sussex ABE 743
Nationality: UK
HIJ Inc. (5%)
777 7thBlvd
British Virgin Islands with business office at:
999 E.95th St
Leeds, England, UK
Nationality: British Virgin Islands
Aumerie Brabantio (10%)
8080 80th Pl
Leeds, England XYZ 080
Nationality: UK
9. With respect to Buyer and its intermediate parents and ultimate parents,
identify any foreign government(s) that:
- 5 -
a) Owns or controls, either directly or indirectly, greater than a 5% interest;
b) Has contingent interests (e.g., lending transactions or convertible voting
instruments, etc.)
c) Has the ability to appoint principal officers or members of the board of
directors;
d) Or has other rights or powers such as a “golden share,” shareholders
agreement, contract, statute, or regulation relevant to the control of such
entities.
The Government of XYZ Land has a contingent interest in
Alphabet as a result of a $30 million loan. The loan gives the
Government of ABC Land the contingent right to...
The Government of MNOP Land has a “golden share” that can
Be exercised in case of...
10. With reference to the post-purchase status of Seller:
a) Describe any representation Buyer and its parents and associated
companies will have either in Seller’s management, on its board and in
the management of any other entity that may be part of Seller. Include
information for all such individuals consistent with the information
required in block 7 of the DS-2032.
Mindful of its responsibilities under ITAR §120.1(c), Alphabet
will appoint senior managers and the Board of Directors of ABC.
At this point the following senior officers have been named. After
closing, the complete list will be provided in the 5-day notice.
Arviragus Cadwell
DOB: 7/14/2011
POB: Duluth, Wisconsin
SSN: 111-00-1111
Citizenship: US
Position: Chief Operating Officer
- 6 -
Home address:
714 East West Way,
Duluth, WI 87878
Autolycus Bourchier
DOB: 4/15/1936
POB: London, England
SSN: NA
Citizenship: UK
Position: Chief Financial Officer
Home address:
836 Hyde Park Crescent Mews
London, MMO XII
Boyet Ligario
DOB: 7/15/62
POB: Mexico City, Mexico
SSN: 222-00-2222
Citizenship: Mexico - permanent resident of U.S.
Position: Corporate Secretary
Home address:
888 17th St.
Duluth, Wisconsin 887878
Note: See attachment F for copy of “Green Card”
etc.
b) Describe any rights of Buyer or associated companies with regard to
Seller’s operations, especially as related to defense articles or technology,
including technology transfer.
As owner of ABC, Alphabet will manage all aspects of ABC’s
operations including ITAR-related activities. Only persons
eligible under ITAR §120.1(c) will be involved in the management
of ITAR equities.
c) To the extent that foreign persons are to be involved in managing defense
- 7 -
articles or defense services including technology transfer, describe
specific steps that will be taken to assure compliance with ITAR
responsibilities.
Building on ABC’s existing compliance program, Alphabet will
put in place special procedures to: ...
The point-of-contact for questions about this Material Change notice:
Mr. Junius Capho
Empowered Official
ABC Inc
Tel: 777-777-7777
e-mail: [email protected]
On behalf of ABC Inc., I hereby certify that I am an authorized senior officer of
ABC Inc. Furthermore, I state that under penalty according to federal law (22
CFR 127.2; 22 USC 2278; 18 USC 1001), I warrant the truth of all of the
statements made herein.
Very truly yours,
Mr. Simon Catling
President
Or other officer listed in ABC’s latest DS-2032
submission, as amended.
Attachments:
Attachment A: ABC’s compliance material
Attachment B: Oxbridge Widgets compliance materials
Attachment C: Pre-Acquisition Organization Chart of ABC, Inc.
Attachment D:
? Pre-Acquisition Organization Chart of Alphabet Defense Ltd.
? Post-Acquisition Organization Chart of Alphabet Defense Ltd.
Attachment E: List of names & addresses for related companies and
partnerships, including lists of officers
Attachment F: Copies of Green Cards
doc_634756007.pdf
Brief criteria in regard to sample 60 day notice.
SAMPLE 60-DAY NOTICE
Scenario: Unregistered foreign firm (Buyer) buys registered U.S. firm
(Registrant). Registrant has no subsidiaries and is to become a subsidiary
of Buyer. Buyer does not own-or-control any other ITAR-registered
subsidiaries / affiliates.
Replace bolded text with the details of your case. If a section does not
apply to your activities, indicate that it is “Not Applicable.”
Bolded Italicized text provides additional instructions.
ABC, Inc. Letterhead
Date
ABC, Inc.
2981 Westmorland Drive
North East, Alabama 99999
Ms. Lisa Aguirre, Director
Office of Defense Trade Controls Compliance
Directorate of Defense Trade Controls
Attn: Compliance & Registration Division
U.S. Department of State
2401 E Street NW, SA-1, Room H1200
Washington, DC 20037
- 2 -
Subject: 60-day Notification of Acquisition of ABC Inc. (MXXXXX and/or
KYYYY) by Alphabet Defense Investments (UK)
Dear Ms. Aguirre:
ABC Inc (“ABC” or “Seller”) submits the following notice that it has entered
into an agreement to be purchased by Alphabet Defense Investments
(“Alphabet” or “Buyer”), a United Kingdom Private Limited Company. This
notice is being submitted pursuant to responsibilities under Section 122.4 (b) of the
International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130):
1. What is the intended date for completion of the transaction? The parties
intend to complete the transaction, on or about [enter applicable date].
2. Describe the transaction, i.e. whether it is an asset purchase/stock
purchase/merger/etc.: Alphabet intends to acquire ABC by asset
purchase/stock purchase/merger/etc.
3. Summarize the essentials of the transaction, including a statement of
purpose and scope with an explanation of actions to be taken inside and
outside of the U.S.: The acquisition is intended to complement
Alphabet’s expertise in widget solutions and will permit Alphabet to
reach out to new markets in the United States and Latin America.
Alphabet has no plans to change the venue of ABC’s activities.
4. Do the parties plan to file with the Treasury Department’s Committee on
Foreign Investment in the United States (CFIUS)? Yes
5. ITAR Compliance Manuals, Policies, and Procedures:
a) Provide a copy of Seller’s (and other Seller-owned/controlled
& registered firms, if any) ITAR compliance manual; ITAR training
material and records; a list of United States Munitions List
categories and names of articles being manufactured; and
corporate/business policies and procedures regarding export
controls, including any security plan that assure appropriate
- 3 -
compliance for ITAR-controlled articles and defense services and
foreign (non-U.S.) person access. See attachment A.
b) If Buyer owns or controls ITAR-registered affiliates, provide a copy of their
ITAR compliance manual; ITAR training material and records; and
corporate/business policies and procedures regarding export controls, including
any security plan that assure appropriate compliance for ITAR-controlled articles
and defense services and foreign (non-U.S.) person access. Not applicable.
c) Is Buyer (or other Buyer-owned/controlled subsidiaries /
affiliates) currently carrying out ITAR activities outside of the U.S.
(e.g., through licenses, technical assistance agreements,
manufacturing license agreements, etc.)? If yes, please explain and
provide a copy of Buyer’s (and its related companies’, if any) ITAR
compliance manuals; ITAR training materials and records; and
corporate/business policies and procedures regarding export
controls, specific steps including any security plans that ensure
appropriate compliance for ITAR-controlled articles and defense
services and foreign (non-U.S.) person access.
A subsidiary, Oxbridge Widgets, is carrying out contracts for a
U.S. defense contractor. See Attachment B for compliance
materials.
For 5(a), (b) & (c) be sure to describe any special steps to be taken to ensure
appropriate compliance for the protection of ITAR-controlled defense
articles and services that will be acquired as the result of this transaction.
6. Provide a chart of the corporate structure of the Seller prior to the
transaction, including all subsidiaries, direct and indirect owners as well as
the ultimate parent. See Attachment C.
7. Provide charts of the corporate structure of the Buyer before and after the
transaction showing the disposition of Seller whether as a subsidiary, as a
distinct division, as absorbed into Buyer or one of its subsidiaries, etc.;
include all of Buyer’s subsidiaries as well as direct and indirect owners and
the ultimate parent. See Attachment D.
- 4 -
a) Provide names & addresses for all such companies and partnerships,
including a list of senior officers for each. See Attachment E.
8. Indicate whether Buyer is a public or private company
a) For individuals or entities with an interest of greater than 5%, provide
name, address and nationality.
i. Alphabet is a privately held company.
ii. Individuals or entities with an interest of greater than 5% are:
DEF Investments (15%)
188 8th St. NW
St. Cloud, Idaho 08080
Nationality: US
EFG Investments (70%)
666 6th Ave SE
N. Westmoreland, Sussex ABE 743
Nationality: UK
HIJ Inc. (5%)
777 7thBlvd
British Virgin Islands with business office at:
999 E.95th St
Leeds, England, UK
Nationality: British Virgin Islands
Aumerie Brabantio (10%)
8080 80th Pl
Leeds, England XYZ 080
Nationality: UK
9. With respect to Buyer and its intermediate parents and ultimate parents,
identify any foreign government(s) that:
- 5 -
a) Owns or controls, either directly or indirectly, greater than a 5% interest;
b) Has contingent interests (e.g., lending transactions or convertible voting
instruments, etc.)
c) Has the ability to appoint principal officers or members of the board of
directors;
d) Or has other rights or powers such as a “golden share,” shareholders
agreement, contract, statute, or regulation relevant to the control of such
entities.
The Government of XYZ Land has a contingent interest in
Alphabet as a result of a $30 million loan. The loan gives the
Government of ABC Land the contingent right to...
The Government of MNOP Land has a “golden share” that can
Be exercised in case of...
10. With reference to the post-purchase status of Seller:
a) Describe any representation Buyer and its parents and associated
companies will have either in Seller’s management, on its board and in
the management of any other entity that may be part of Seller. Include
information for all such individuals consistent with the information
required in block 7 of the DS-2032.
Mindful of its responsibilities under ITAR §120.1(c), Alphabet
will appoint senior managers and the Board of Directors of ABC.
At this point the following senior officers have been named. After
closing, the complete list will be provided in the 5-day notice.
Arviragus Cadwell
DOB: 7/14/2011
POB: Duluth, Wisconsin
SSN: 111-00-1111
Citizenship: US
Position: Chief Operating Officer
- 6 -
Home address:
714 East West Way,
Duluth, WI 87878
Autolycus Bourchier
DOB: 4/15/1936
POB: London, England
SSN: NA
Citizenship: UK
Position: Chief Financial Officer
Home address:
836 Hyde Park Crescent Mews
London, MMO XII
Boyet Ligario
DOB: 7/15/62
POB: Mexico City, Mexico
SSN: 222-00-2222
Citizenship: Mexico - permanent resident of U.S.
Position: Corporate Secretary
Home address:
888 17th St.
Duluth, Wisconsin 887878
Note: See attachment F for copy of “Green Card”
etc.
b) Describe any rights of Buyer or associated companies with regard to
Seller’s operations, especially as related to defense articles or technology,
including technology transfer.
As owner of ABC, Alphabet will manage all aspects of ABC’s
operations including ITAR-related activities. Only persons
eligible under ITAR §120.1(c) will be involved in the management
of ITAR equities.
c) To the extent that foreign persons are to be involved in managing defense
- 7 -
articles or defense services including technology transfer, describe
specific steps that will be taken to assure compliance with ITAR
responsibilities.
Building on ABC’s existing compliance program, Alphabet will
put in place special procedures to: ...
The point-of-contact for questions about this Material Change notice:
Mr. Junius Capho
Empowered Official
ABC Inc
Tel: 777-777-7777
e-mail: [email protected]
On behalf of ABC Inc., I hereby certify that I am an authorized senior officer of
ABC Inc. Furthermore, I state that under penalty according to federal law (22
CFR 127.2; 22 USC 2278; 18 USC 1001), I warrant the truth of all of the
statements made herein.
Very truly yours,
Mr. Simon Catling
President
Or other officer listed in ABC’s latest DS-2032
submission, as amended.
Attachments:
Attachment A: ABC’s compliance material
Attachment B: Oxbridge Widgets compliance materials
Attachment C: Pre-Acquisition Organization Chart of ABC, Inc.
Attachment D:
? Pre-Acquisition Organization Chart of Alphabet Defense Ltd.
? Post-Acquisition Organization Chart of Alphabet Defense Ltd.
Attachment E: List of names & addresses for related companies and
partnerships, including lists of officers
Attachment F: Copies of Green Cards
doc_634756007.pdf