2402008 Informal Interpretation

Date

February 8, 2024

Rule

803.5

Staff

Vesselina Musick

Response/Comments

The TIN/SSN line may be left blank if the company does not have a TIN. It is important, however, to clearly identify the entity paying the fee as the “originator” and the UPE / Person Filing Notification as the “beneficiary” in the respective fields.
The affidavit and form certification must be executed by a signature (wet-ink or electronic). A seal is not permissible for these. The 803.5(a) notice may be signed as is customary for official business correspondence.

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Question

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Thursday, February 8, 2024 11:40:33 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Questions Re: Fee Information and Signatures

[Redacted]

The TIN/SSN line may be left blank if the company does not have a TIN. It is important, however, to clearly identify the entity paying the fee as the “originator” and the UPE / Person Filing Notification as the “beneficiary” in the respective fields.
The affidavit and form certification must be executed by a signature (wet-ink or electronic). A seal is not permissible for these. The 803.5(a) notice may be signed as is customary for official business correspondence.

Kind regards.

Vesselina Musick

From: [Redacted]
Sent: Wednesday, February 7, 2024 1:34:27 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Questions Re: Fee Information and Signatures

Hi all,

We are representing a Delaware limited partnership (“Acquirer”) in a transaction whereby Acquirer is looking to acquire all of the shares of stock of Target, a Foreign corporation publicly traded on Foreign Stock Exchange.

Could you please advise as to our two questions below?

With regard to the Fee Information section in the HSR Form, the Payer will likely be a Foreign person that does not have a taxpayer identification number or social security number. How should a Foreign Payer complete this section?
With regard to signatures, is it permissible to affix a seal, as opposed to using a wet ink signature or e-signature? Acquirer would like to use a seal impression for the HSR Form and the § 803.5(a) Notice and Affidavit.

Thank you very much for your assistance.

She inberg, Samuel I.
From: 	HSR Help
Se nt: 	Thursday, February 8, 2024 11:41 AM
To: 	Wa lsh, Kat h ry n E. ; Berg, Ka ren E. ; Shaffer, Kristin; She inberg, Samuel I.; Six, Anne; Whiteh ead, Nora;
Fetterman, Michelle; Burton, Jun e; Larson, Pete r
S ubj ect : 	FW: Questions Re: Fee Information and Signatures
From: Mu sick, Vesselina <vmusic k@ ftc.gov>
To:
Cc: 	e p < 	e p 	c.gov>
Sent : Thursda , Februa 	8, 2024 11 :40:33 AM
Subject: RE: Questio ns Re: Fee I nformation and Signatures
1. 	The TIN /SS N line may be l eft blank if the company does not ha ve a TIN. It is i mportant, ho wev er, to cl early
- identify the ent ity pa ying the fee as the " or iginator" and the UPE / Person Filing Notification as the " beneficia ry"
in the respect ive fiel ds .
2. 	The affidavit and form ce rt ification must be executed by a signature (w et-ink or electronic) . A sea l is not
perm iss ible for the se. The 803 .S (a) not ice may be signed as is cu st oma ry for official business cor re spondence.
Kind regards.
Vessel ina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +1 202.326.2307 I Email: vmusick@ftc.gov Iwww.ftc.gov
M ( UTC-05 :00) Eastern Time (US & Can ada)
Hi all,
We are represent i ng a De law are l im ited partnership ("A cqui rer") in a transaction whereby Acqui rer is looki ng to acquire
a ll of the shares of stock of Ta rget, a Fo rei gn corporation publicly traded on Foreign Stock Exchange.
Could you plea se advise as to our t wo quest ions below?
1. 	Wi th regard to the Fee Informat ion section in the HSR Fo rm, the Pa y er w ill li ke ly be a Foreign person that does
not ha ve a taxpay er identification number or social se curity number. How should a Foreign Pa yer complete th is
section?
2. 	Wi th regard to si gnature s, is it perm iss ible to affix a sea l, as oppo sed to using a w et ink signature ore- si gnature?
Acquir er would li ke to use a sea l impression for the HSR Form and the :f§ 803 .S(a) Notice and Affidavit.
Thank you ve ry much for y our ass istanc e.
From:
Sent :
To: HSRHe lp < HSRHelp@ftc.gov>
Cc:
Su
1

2402008 Informal Interpretation

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