2204002 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Friday, April 1, 2022 3:09 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora
Subject: 	FW: HSR Form Question Relating to 50% Ownership
To:
Subject: RE: HSR Form Question Relating to 50% Ownership
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Friday, April 1, 2022 3:09:08 PM (UTC-05:00) Eastern Time (US & Canada)
Confirmed.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
March 31, 2022 12:44 PM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR Form Question Relating to 50% Ownership
Hi,
Thank you for all of your help over the years. I am hoping you can help with a question regarding potential multiple
UPEs.
I represent an acquired UPE (“UPE 1”), who is a natural person. UPE 1 controls 99% of Company A. Company A in turn
controls, among other entities, exactly 50% of Company B (an LLC). The remaining 50% of Company B is controlled by a
single different UPE (“UPE 2”).
UPE 1 also directly controls over 50% of Company C. Company C in turn controls exactly 50% of Company D. The
remaining 50% of Company D is controlled by a single different UPE unrelated to UPE 2 (“UPE 3”).
As part of the acquisition, the acquiring entity is directly purchasing the equity of Company A (and in turn 50% of the
equity of Company B), and is also directly purchasing the 50% of Company D owned by Company C. The size of the
transaction test is not met with respect to the acquisition of Company B or Company D alone, and is only meet when
the acquisition of Company B and Company D is aggregated with the acquisition of other companies controlled by UPE
1.
My question relates to the HSR form. Given that Section 6(b) and 6(c) require holdings of 5% or more but less than 50%,
I assume that UPE 2 should not be listed in Section 6(b) or 6(c), and instead UPE 2 and UPE 3 should be listed in Section
2(a) (with the non-reportable box checked) and in Section 3(a). Can you please confirm whether I have this right?
I am happy to discuss if helpful.
Best,
1

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