1911001 Informal Interpretation

From: Walsh, Kathryn E.

Sent: Tuesday, November 12, 2019 8:45:08 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: FW: HSR filing question - annual reports

We do not want tax returns – please explain that the trust doesn’t have financials. If SOP matters, stipulate to SOP if the acquired entity’s financials don’t show SOP is met.

From: [Redacted]

Sent: Monday, November 11, 2019 8:24:44 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: HSR filing question - annual reports

Good morning,

I am working on a Premerger Notification filing and had a question regarding the “annual reports or annual audit reports” to be filed with it.

In our case, the Ultimate Parent Entity of the Acquired Entity is a trust owning 60% of the Acquired Entity. We plan to file the most recent audit report for the Acquired Entity. However the UPE (trust) does not prepare audited financials, or any other reports other than its tax returns. Do we need to file any reports for the UPE, and if so would those be its tax returns?

Thank you in advance for your assistance.