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0704009 Informal Interpretation
us-ftc-hsr-informal-interpretations-2717a7d0db030d7e0d70a459d5f69c9b0704009 Informal InterpretationGuidance
Date
Rule
801.1
Response/Comments
04/24/2007 1) If you are certain that the entity now controlled by A will be its own UPE at the time of closing, you can file with that entity as the acquiring person. If there is any possibility that this will not happen prior to closing, you should file with A as the acquiring UPE and note in the description that the other entity may become the UPE prior to closing. If that happens, no new or amended filing would be required. 2) Agree - nothing would be reported in Item 5
Question
From: (redacted)
Sent: Monday, April 23, 2007 5:32 PM
To: Verne, B. Michael
Two brief questions. In one, an entity now controlled by A is party to an agreement to buy B. At closing the entity will no longer be controlled by A but, at the time of the filing it will be. Should the HSR be filed by the entity, noting that, at the moment it has another upe but at closing it will not and submit info limited to the entity and entities it controls? Second, a buyer is engaged in reinsurance but has no offices located in the US although it does reinsure policies written in the US. My view is that it would not report these revenues as it has no "establishments" in the US. Your views?
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