2108002 Informal Interpretation

Date

August 24, 2021

Rule

Item 6(a)

Staff

Vesselina Musick

Response/Comments

For Item 6(a), you need to list the highest-level entities the natural person controls and all the entities within these highest-level entities, not just the directly held entities. You can exclude non-US entities that do not have US sales/assets as well as any entities with <$10M assets.

Original Image - 2108002 Informal Interpretation (225.32 KB)

Question

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Tuesday, August 24, 2021 9:59:07 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Item 6(a)

Hello [Redacted]

Best,

Vesselina

From: [Redacted]
Sent: Friday, August 20, 2021 10:00:36 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Item 6(a)

Dear PNO ~

I hope you’re all staying well and healthy.

I know there have been some changes to interpreting the limitations on the 6(a) reporting requirement in the last year or two, so wanted to double check one thing: consistent with Item 4(b), is it correct to say that a natural person acquiring person may limit its response to the highest level entity(s) they control, directly controlled subsidiaries (that are US entities or foreign entities with US sales), the acquiring entity, and any controlled entities who generate US revenues in an overlapping code? (Recognizing also the <$10 million asset limitation and the option to list all subsidiaries for simplicity.)

Thanks so much in advance for your help in navigating the rules. Even after 20 years I still have questions!

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, Auqust 24, 2021 9:59 AM
To: 	Walsh, Kathryn E. ; Be rg, Ka ren E. ; She inberg, Samuel I. ; Six, Anne; Whitehead, Nora; Shaffer, Kristin
Subject: 	FW: Item 6(a)
From: Musick, Vessel ina <vmu si ck@ ftc.go v>
Sent: Tuesday, Augu st 24, 2021 9:59:07 AM ( UTC-05:00) Easte rn Time ( US & Ca n ada )
To:
Cc: 	e p < 	e p
Subject: RE: Ite m 6(a)
--you need to list the highest-level entities the natural person controls and all the entities within
these highest-level entities, not just the directly held entities. You can exclude non-US entities that do not have
US sales/assets as well as any entities with <$10M assets.
Best,
Vesselina
Vesselina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +l 202.326.2307 I Email: vmusick@ftc.gov Iwww.ftc.gov
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Fr iday, August 20, 202110:02 AM
To: Wa lsh , Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; She inberg, Samuel I.
<SSHE INBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; W hitehead, Nora <nwhitehea d @ft c.gov>; Musi ck , Vesse li na
<v musick@ftc.gov>; Shaffer, Kristin <kshaffer@ftc.gov>
Subject: FW: Item 6 (a)
From:
Sent: 	n ay, 	ug us 	, 	astern Time ( US & Ca nada )
To: HSRHe lp < HSRHel p@ftc.gov>
Subject: Ite m 6(a)
DearPNO -
I hope you're all staying well and healthy.
I know there have been some changes to interpreting the limitations on the 6(a) reporting requirement in the last
year or two, so wanted to double check one thing: consistent with Item 4(b), is it correct to say that a natural person
acquiring person may limit its response to the highest level entity(s) they control, directly controlled subsidiaries
(tl1at are US entities or foreign entities with US sales), tl1e acquiring entity, and any controlled entities who generate
US revenues in an overlapping code? (Recognizing also the <$ 10 million asset limitation and tl1e option to list all
subsidiaries for simplicity.)
Thanks so much in advance for your help in navigating the rules. Ev en after 20 years I still have questions!
Best,
- 	1

2108002 Informal Interpretation

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