2402004 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, February 1, 2024 3:48 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: Post-consummation Filing Logistical Questions
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Thursday, February 1, 2024 3:48:03 PM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: Post-consummation Filing Logistical Questions
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Please see below.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Thursday, February 1, 2024 11:07 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW: Post-consummation Filing Logistical Questions
From:
Sent: Thursday, February 1, 2024 11:06:34 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Post-consummation Filing Logistical Questions
Dear PNO:
With thanks in advance, I have two questions about completing the notification form for a post-consummation HSR
notification:
1. 	For a post-consummation filing when the acquired entity had an ultimate parent entity at the time of the
acquisition but has since become its own UPE, I understand that the present UPE (the acquired entity itself)
must file the post-consummation notification. However, should the HSR notification list the acquired entity’s
UPE at the time of the acquisition in Items 2(a) and 3(a)? Or should the notification list the present UPE in Item
2(a) and 3(a) and include a footnote identifying the name/address of the UPE at the time of the acquisition?
Please list the UPE at the time of acquisition in Items 2 and 3.
2. 	I understand from the online guidance that the principles of the five-year rule in 16 CFR 802.21 can be used to
determine how many corrective filings must be made if the acquiring person made subsequent acquisitions of
voting securities after the acquisition to which the post-consummation filing relates. Should the acquiring
person identify in the Item 3 transaction description the subsequent acquisitions that are covered by the
principles of the 16 CFR 802.21 five-year rule, or should we only address the subsequent acquisitions in the
explanation letter? Please address in both Item 3 and the explanation letter.
Thank you very much for your guidance.
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