2206004 Informal Interpretation

Sheinberg, Samuel I.
From: 	She inberg, Samuel I.
Sent: 	Wednesday, June 22, 2022 2:38 PM
To: 	agrune s@ bhfs.com
Cc: 	H SR Help
Subject: 	RE: Ro llover equity question
-We like it when the pr incipa l transaction references that there w ill be a backside acquisition fi li ng in item 3 (and vice
versa). Pl ease ment ion that there are related transactions in your cover letter . Remember that the backside acquisition
should reflect the entit ies as they are pr i or to the pr i nc i pa l transaction, not after.
From: HSRHelp <HSRHe lp@ftc.gov>
Sent: Wednesday, June 22, 2022 12:50 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SSHE INBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nw hitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: Ro ll over equi ty question
(UTC-05:00) Eastern Time ( US & Canada )
Hi PNO group. I am working on a reportable transaction where the se ller will take a pretty sizable stake in the new
company. It w ill probably be big enough to tr igger a filing obligation. Assuming that is the case, I'm planning to fi le in
two separate forms - one as se ll er and one as buyer - and note that the transactions are related. Any additiona l
guidance you can give me or point me to? Any common errors to watch out for?
Thanks,
-
From:
Sent: 	nes ay, une 	,
To: HSRHe lp < HSRHel p@ftc.gov>
Subject: Rollover eq u ity question
1