2409002 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Wednesday, September 4, 2024 6:49 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: Filing with a Newco Acquiring Person
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Wednesday, September 4, 2024 6:49:19 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Filing with a Newco Acquiring Person
Yes, parties	to	an executed LOI	can	file	with a to-be-formed	Acquiring	Person/Newco	and Acquiring Entity.	The
filing must be	certified	by someone	who	will be	an	officer or director (or the	equivalent	of	an officer or director) of
Newco.	For Item 4,	the	filer should	search the	files of any	and	all	Newco	officers/directors	(or people	slated	for
those	roles),	as	well as	anyone currently filling those	functions.
The Affidavit may include	an attestation	of the good faith intention to	form Newco	and the	Acquiring	Entity and to
complete	the	transaction contemplated	in	the LOI.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, September 3, 2024 2:43 PM
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: Filing with a Newco Acquiring Person
From:
Sent: Tuesday, September 3, 2024 2:42:22 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Filing with a Newco Acquiring Person
Dear	HSR	Help:	Is	it	still the	case	that	parties to	an executed	LOI can file	with a to-be-formed	Acquiring Person
(Newco	Corp.)	and	Acquiring	Entity (Buyer LLC)?	If	so,	would	certification	on behalf of Newco Corp.	by the	sponsor
who	executed	the LOI be sufficient? And	for the	Affidavit,	would it	be	sufficient to include an	attestation of	a	“good
faith	intention	to	form Newco	Corp and	Buyer LLC and	complete	the transaction subject to	the	LOI”?
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