1109006 Informal Interpretation

Date:
Rule:
Item 6(b)
Staff:
Kathryn Walsh
Response/Comments:

Yes that is correct.  For the UPE partnership you only supply the name of the general partner. No info is required on the limited partners. If one of the entities it controls is the acquiring entity (and it is not wholly-owned by the UPE), you would need to supply info on its holders. If it is a partnership, again you would only supply the name of the GP. If it is a corporation or LLC (not wholly-owned), you would provide the holders of 5% or more of its voting securities or membership interests.

Question

From: (Redacted)
Sent: Wednesday, September 14, 20119:38 AM
To: Walsh,Kathryn
Subject: New 6b

HiKate.

Quickquestion about new Item 6b. When you have a fund (partnership) that is filingas the acquiring person, new Item 6b asks only for the name of its GP, and notfor any information on the partners who hold at least 5% of its NCIs, nor anyinformation on the third parties who hold at 5% of the voting securities/NCIsof any entities under its control. Is that correct?

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Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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