2312006 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Wedn esday, December 6, 2023 11:3 1 AM
To: 	Wa lsh, Kat h ry n E.; Be r g, Ka ren E. ; Musi ck, Vessel in a; Sheinberg, Samue l I. ; Six, Anne; Whitehead, Nora;
Fetterman, Michelle; Burton, Jun e; Larson, Pete r
Subject: 	FW: Reportability Question
From: Shaffer, Kr istin < ksh affer@ftc.gov>
Sent: Wednesda , Decem be r 6, 2023 11:30:44 AM (UTC-05:00) Eastern Time ( US & Ca nada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: Reportability Question
■
Since UPE 1 did not make a fi ling for the acquisit ion of Holdco, 802.21 does not apply and a fi li ng would be required to
cross a not ification threshold.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notificat ion Office
Federal Trade Commission
202- 326-2388 I kshaf fer@hc. g ov
From:
Sent:
To: HSRHe lp < HSRHe lp@ftc.gov >
Subject: Reportability Question
Dear PNO :
-05:00) Eastern Time ( US & Ca nada)
We were hoping to get y our i nterpretat ion of a sc enario set forth below .
UPE 1 formed Holdco to ac quire Target A. HSR fi li ngs subm i tted w ith in the pa st fi ve years whereby UPE 1 and Target A
were the acquiring person and acquired person, respectively. The wait ing period expired and the transaction cl osed
with in one year of the wait ing period expi rat ion. Holdco subsequently issued addit ional v ot ing se c ur it ies to new
investors such that Holdco is no w its ow n UPE . Holdco does not ha ve any ho ldings other than the ho ldi ngs it ac quired in
it s acquisit ion of Target A when UPE 1 w as Ho ldco' s UPE . UPE 1 w ill now acquire ad dit ional v ot ing sec ur it ies of Ho ldco.
UPE 1 w ill remain under 50% (Holdco w ill c ont inue to be it s own UPE ) but UPE 1 will cross a moneta ry thre shold so lely
on ac count that UPE 1 is no longer the UPE of Hold co . Since UPE 1 subm itted a HSR fi li ng to acquire Target A w ith in the
previous 5 years and Holdco does not ha ve an y other as set s or ho ldings other than Target A, we do not th ink an HSR
fi li ng should be required in th is transaction. Can you plea se let us know if you agree, or if we can provide an y ad dit ional
i nformat ion that will assist you in y our asses sment of th is request .
Ve ry Respe ctfu lly,
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