2304003 Informal Interpretation

us-ftc-hsr-informal-interpretations-ceeb36e397541ba14c432ecb7a3c3b312304003 Informal InterpretationGuidance

Date
Rule
Item 4(b)
Staff
Michelle Fetterman
Response/Comments

Yes.

Question

From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Thursday, April 6, 2023 3:40:24 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Subject: RE: Item 4(b) Question

Yes.


From: [Redacted]
Sent: Thursday, April 6, 2023 1:39:40 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Item 4(b) Question

Hi PNO team,

We are preparing a filing for an acquired entity. The acquired entity has a UPE that is fund. For Item 4(b), we will need to provide the financial statements for both the UPE fund and the acquired entity. Both UPE and acquired entity are on a calendar year. While financial statements for the acquired entity are not a problem, there is no year-end financial statements available for the fund. The fund does have financial statements for the period ending 9/30/22, which lists both revenue and total assets, and is for the 9 months ending 9/30. The total assets is based on the value of their holdings, and they do not expect that will change in any meaningful way.

Can the UPE use this for its financial statements and stipulate to the size of person test it meets?

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, April 6, 2023 3:40 PM
To: 	Walsh, Kathryn E. ; Berg, Karen E. ; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora
Subject: 	FW: Item 4(b) Question
From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Thursday, April 6, 2023 3:40:24 PM (UTC-05:00) Ea stern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>; 	>
Subject: RE: Item 4(b) Question
Yes.
From:
Sent: 	urs ay, 	pn 	,
To: HSRHelp <HSRHelp@ftc.g ov>
Subject: Item 4(b) Question
Hi PN Oteam,
We are preparing a filing fo r an acquired entity. The acquired entity has a UPE that is fund. For Item 4(b), we will need to
provide the financial statements for both the UPE fund and the acquired entity . Both UPE and acquired ent ity are on a
calendar year. While financial statements for the acquired entity are not a problem, there is no year-end financial
statements available for the fund. The fund does have financial statements for the period ending 9/30/22, which lists
both revenue and total assets, and is for the 9 months ending 9/30. The tota l assets is based on the value of their
holdings, and they do not expect that will change in any meaningful way.
Can the UPE use this for its financial statements and stipulate to the size of person test it meets?
Thanks,
-
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