1907001 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Wednesday, July 24, 2019 3:22 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora;
Olson, Eric
Subject: 	FW: Acquiring Entity HSR Question
From: Carson, Timothy
Sent: Wednesday, July 24, 2019 3:21:47 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Acquiring Entity HSR Question
Responses below corresponding to your questions:
1. 	Yes, but it generally avoids errors and confusion to submit a form for each UPE in this type of scenario
2. 	One filing fee is due on these facts
3. 	Break it out: 25% for each acquiring person
4. 	As a result of the transaction, A will hold 70% and B will hold 70%.
From:
Sent: Monday, July 22, 2019 12:08:24 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Acquiring Entity HSR Question
Hi,
I have a question on HSR filings where the acquiring entity has two UPEs.
The facts are as follows:
 	A is a foreign natural person. B is a foreign limited partnership. A and B each currently holds 25% of
Company X.
 	A and B have formed a NewCo in which each holds 50%. Thus, A and B are both NewCo’s UPEs.
 	Shareholders C and D also currently each hold 25% of Company X.
 	In the proposed transaction, NewCo will acquire 32.7% of Company X from Shareholders C and
D. Company X will simultaneously buy back the remaining 17.3% of its own shares from Shareholders
C and D.
 	As a result of the transaction and buyback, NewCo will hold approx. 40% of the outstanding voting
securities of Company X. A and B will each hold approx. 30% of the outstanding voting securities of
Company X directly.
Questions:

2
1. It is our understanding that we can file a single Notification and Report Form on behalf of both A and B
with NewCo as acquiring entity (see Informal interpretation 1311006). Please confirm.
2. Is the transaction subject to a single filing fee under 803.9(c)? Neither A nor B control any Item 6(a)
entities other than NewCo. NewCo has no revenue. A (as a natural person) is reporting some
interest/dividend income as Item 5 revenue. B is not reporting any Item 5 revenue. (Informal
interpretation 1105001 suggests that even where the Item 5 information is not exactly the same, only
one filing fee would apply in these circumstances.)
3. If reporting on a single HSR Form, how do we complete Item 2(d)(ii)? Do we aggregate A and B’s
current holdings (i.e. 50% total), list 25% for each of A and B, or put 0%, which is how much NewCo
currently holds?
4. Similarly, if reporting on a single HSR Form, for Item 2(d)(iv), do we aggregate A, B and NewCo’s
resulting holdings (i.e. 100% total), list individually for A and B (70% each), or report only NewCo’s
resulting holding (40%)?
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