1906003 Informal Interpretation

Date:

Tags:

Rule:
803.5
Staff:
Anne Six
Response/Comments:

Your formulation is fine but we would also like to see it specified in the affidavit that the entity of the individual signing is authorized to do so on behalf of the filing person:

“I am [Name], Partner of Acme Manager, L.P., the manager of Acme GP, L.P., which is the general partner of Acme Fund L.P., and I am authorized to make this affidavit on behalf of Acme Fund L.P.”

And of course, please include in the affidavit all of the necessary language described in the instructions.

Question

From: Six, Anne


Sent: Tuesday, June 25, 2019 9:32:28 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Certification and Affidavit

[Redacted]

Your formulation is fine but we would also like to see it specified in the affidavit that the entity of the individual signing is authorized to do so on behalf of the filing person:

“I am [Name], Partner of Acme Manager, L.P., the manager of Acme GP, L.P., which is the general partner of Acme Fund L.P., and I am authorized to make this affidavit on behalf of Acme Fund L.P.”

And of course, please include in the affidavit all of the necessary language described in the instructions.

Best,

Anne

From: [Redacted]


Sent: Monday, June 24, 2019 3:20:47 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Certification and Affidavit

Hello,

I am making an HSR filing for a private equity fund that is an acquiring person, which I will call Acme Fund L.P. The General Partner for the Fund is an entity called titled Acme GP, L.P. The fund and its general partner are managed by Acme Manager L.P., an entity that provides back office functions for the Fund and the GP and has been given the authority to execute fundamental documents for the Fund and the GP. Is it permissible for a general partner of Acme Manager L.P. to sign the certification and affidavit on behalf of Acme General Partner L.P.? This appears to be appropriate pursuant to informal interpretation 1807006, but I wish to confirm.

If that is the case, is there any specific way the affidavit and certification should describe the person signing the affidavit to signify the relationship? E.g., would the following be acceptable: [Name], Partner of Acme Manager, L.P., the manager of Acme GP, L.P., which is the general partner of Acme Fund L.P. ?

 

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