The term transaction means any of the following, whether proposed or completed:

1. (a) A merger, acquisition, or takeover, including:

   1. (1) The acquisition of an ownership interest in an entity;
   2. (2) The acquisition of proxies from holders of a voting interest in an entity;
   3. (3) A merger or consolidation;
   4. (4) The formation of a joint venture; or
   5. (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;
2. (b) An investment; or
3. (c) The conversion of a contingent equity interest.
4. (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.