2410002 Informal Interpretation

Sheinberg, Samuel I.
From:
Sent:
To:
Subject:
HSRH elp
Friday, October 11, 2024 10:22 AM
W alsh, Kat hryn E.; Berg, Kare n E.; M us ick, Vesselina; Shaffer, Kr istin; She inberg, Samuel I. ;
Six, Anne; Whitehead, Nora; Burton, June; Larson, Peter
FW: HS R Fil i ng - Two UPE s of Acquired Person
From: Fetterman, Miche ll e <mfetterman@ftc.gov>
To: HSRHelp < HSRHe lp@ftc.gov> ;
Sent : Friday, October 11 , 2024 10 :22:17 AM ( UTC-05 :00) Eastern Time ( US & Canada )
Subject: RE: HSR Fili ng - T wo UPEs of Acquired Pe rson
What you propose wor ks. Your response to Items 2(a) and 3(a) for each fi li ng shou ld ident ify both acquired UPEs. It is
also helpful if you note in y our cover letter and response to Item 3(a) that the other acquired UP E has submitted a
separate fi li ng .
From:
Sent : Wednesday, October 9, 2024 2:30:25 PM ( UTC-05 :00) Eastern Time ( US & Canada )
To: HSRHelp < HSRHe lp@ftc.gov>
Subject: HSR Filing - Two UPEs of Acquired Pe rson
Hi-
M y clients (a corporation and a LLC) are each owned fift y percent (50%) by the same t wo sha reholders/ members. The
corporation and LLC are being sold in an integrated transaction to a single buyer. M y understanding is that this results in
two (2) UP Es for the acquired persons and thus t wo (2) filings. Similarly, I understand that the buy er is only required to
make one fi ling and pa y one fi ling fee.
I ha ve planned on submitting (for the acquired persons) t wo sepa rate fi lings (each containing its own cover letter,
affidavit, certification, form and fo rm attachments). Please let me know if th is is not cor rect. Also, in my fi li ng (cov er
lette r or the HSR not ification fo rm) should I refer to the other/ second UPE fi li ng? I don' t recall an y th ing about that in the
instructions to the HSR not ification form ( but understand this is a unique i ssue ).
Thank you.
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