2502003 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRH elp
Se nt: 	Thursday, February 20, 2025 10 :27 AM
To: 	HSR Auto Forward Li st
Subject: 	FW: New HSR Form Quest ions - Plans and Reports
From: Larson , Peter
Se nt : Th ursday , February 20 , 2025 10 : 27 :1 4 AM ( UTC-05 :00 ) Easte rn T im e ( US & Canada )
To:
Cc: HSRHe lp
Subj ect : RE: New HSR Fo rm Questions - Plans and Reports
1. 	We agree with y our inter pretat ion. As stated in the Instructions, the ob li gation to provide Plans and Reports
- appli es to the CEO / Board of Directors of " the acquiring entit y [or the ta rget] or an y entit y that it controls or is
controll ed b y" . The reference to the Ov er lap Description in the instructions for Plans and Reports goes to the
content that would make a document responsive, not the document custodians.
2. 	Confirmed.
Best,
Peter
From : HSR Help
Se nt: Tuesda y, Feb ruary 18, 2025 8:44 AM
To: HSR Auto Forward List
Subject: FW : Ne w HSR Form Questions - Plans and Reports
From :
Se nt: Tuesda y, Feb ruary 18, 2025 8:43:53 AM (UTC-05:00) Eastern Time ( US & Canada)
To: Walsh , Kathryn E. ; HSRHelp
Cc :
Subject: Ne w HSR Form Questions - Plans and Reports
Hi Kate and PNO Team - Our group has t wo questions relating to the scope of the new " Plans and Reports" document
collection requi rement .
The instructions set forth the below requirements:
" ...provide all regu lar ly prepared plans and reports that were provided to the Ch ief Executive Officer ( CEO ) of the
acquiring ent it y or any ent it y that it controls or is controlled by .. ."
" ... provide all plans and reports that were provided to the Board of Directors of the acquiring ent it y or any ent it y
that it controls or is contro ll ed by .. ."
Our reading of th is is that the ob ligation to provide " plans and reports" appli es to the Acquiring Entity (not the Acquiring
Person), and any ent it y wi th in the Acquiring Entity . or any ent ity in the chain of control of the Acquiring Entity. Could
you please confirm th is is correct?
1

For example, if UPE owned three subsidiaries – (i) Sub A; (ii) Sub B; and (iii) Sub C – and UPE directly controlled each Sub
entity, and no Sub entity controlled or was controlled by another Sub entity, then in an instance where Sub C was the
Acquiring Entity, then UPE would search the files of the UPE and Sub C (but not Sub A or Sub B). We believe that this is
the correct interpretation of the instructions, but the reference to the Overlap Description in the Plans and Reports
instructions, which would not be limited to just Sub C in our hypo, presents a discrepancy in the scope of the
competition description requirements versus the scope of the plans and reports requirement. As such, can you confirm
our interpretation is accurate?
Second, can you please confirm that the plans and reports requirement does not apply if there is no actual or potential
horizontal overlap and the only relationship involves a relationship covered by the “supply relationship description”
portion of the instructions?
2