2403003 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, March 14, 2024 4:25 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: HSR Item 4(b) question
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Thursday, March 14, 2024 4:25:11 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR Item 4(b) question
The holding company’s consolidated financial statement is required because the holding company is the UPE of the
acquired person. If the entity from which the assets will be acquired has regularly prepared financial statements, those
should be submitted too.
Kind regards.
Vesselina Musick
Attorney | Federal Trade Commission | Premerger Notification Office
Direct +1 202.326.2307 | Email: vmusick@ftc.gov | www.ftc.gov
From:
Sent: Friday, March 8, 2024 2:56:42 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR Item 4(b) question
Hi,
I have read a couple of interpretations that seem to provide different answers.
My question relates to what financials to provide in response to Item 4(b) in a situation where the
Acquired Person (UPE) is a holding company with a number of operating subsidiaries and has a
consolidated financial statement that relates to all of its operating subsidiaries, but the sale is for assets
that relate to the acquired entity.
It seems to me that all that is required under Item 4(b) is to file a consolidated financial statement for the
most recent year that relates only to the acquired entity and its subsidiaries. So, only submit the
acquired entity's financial statement. This would be consistent with the revenue information provided in
Item 5 as opposed to providing the consolidated financial statements for the UPE that would contain
irrelevant information.
Let me know if this is correct.
Thanks,
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