2208003 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Wed nesday, Auqust 17, 2022 12 :35 PM
To: 	Wa lsh, Kat h ry n E. ; Ber g, Kare n E. ; Musick, Vessel ina; Shaffer, Kristin; Sheinberg, Samue l I.; Six, An ne;
Fetterman, Michell e
Subject: 	FW: HSR fili ng set -up and It em 5-8
From: Whitehead, No ra <nwhitehead@ftc.gov>
Sent: Wedne sda , Au ust 17, 2022 12 :35:16 PM
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: HSR fili ng set-up and Item 5-8
Ag ree with your approach; please cross-reference in both filings (s ee highlighted).
From: HSRHelp <HSRHe lp@ftc.gov>
Sent: Wedne sday, August 17, 2022 10:34 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musi ck, Vesse li na <vmus ick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samue l I. <SS HE I NBERG@ftc.gov>; Si x, An ne <as ix@ftc.gov>; White head ,
Nora <nwhite head @ftc.gov> ; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: HSR fi li ng set -u p and Item 5-8
From:
Sent: 	nes ay, 	ugus 	,
To: HSRHe lp <HSRHelp @ftc.gov>
Subject: HSR fili ng set-up and Item 5-8
(UTC-05:00) Ea stern Ti me (US & Cana da )
Dear PNO: I have two HSR s to be filed essentially sim ultaneously on the basis of LO ls fo r the same Acq uiring
Person, but invo lvi ng different Acquired Person s, Dea l 1 and Deal 2. As a practi ca l matter , the deals will be
cross conditioned because they are expected to be signed and closed on the same day, with Deal 1 closing first
and Deal 2 closing immediate ly thereafter.
Please con firm that in the Dea l 2 fi ling, even though Deal 1 will close before Deal 2 closes, Item 5 and 6
responses shou ld not include the Deal 1 target ' s re venue o r entities because " [a]cqu iring perso ns fi ling
no tificati o n shou ld include the tota l do ll ar revenues for all entities included within the person fi ling
no tificati o n at the ti me the Fo rm is prepa red ." And al so , Item 7 and 8 should be assessed based solely on the
four corners of the respective fi ling and as the Acquiring Person exists at the time of fil ing.
I would reference in the Deal 2 description that closing will be contingent on Deal 1 closing, and note that Deal
1 was the subject of a sepa rate HSR filing. So you will have the full picture and understanding of the
rela ti o nship of the two deals.
T ha nk you,
1

2
.