1906005 Informal Interpretation

Date:

Tags:

Rule:
803.5, 801.1
Staff:
Timothy Carson
Response/Comments:

1) One form is fine as long as you provide all the necessary information for each UPE.

2) An officer or director of the filing entity can sign and attest to the good faith intent of both UPEs, assuming both UPEs give permission to sign on their behalf.

 

Question

From: Carson, Timothy


Sent: Thursday, June 20, 2019 4:43:54 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]

Cc: [Redacted]


Subject: RE: HSR Filing Logistics - 2 UPEs

1) One form is fine as long as you provide all the necessary information for each UPE.

2) An officer or director of the filing entity can sign and attest to the good faith intent of both UPEs, assuming both UPEs give permission to sign on their behalf.

From: [Redacted]


Sent: Thursday, June 20, 2019 12:05:01 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: HSR Filing Logistics - 2 UPEs

Good afternoon –

We write with a couple of questions regarding filing logistics where the acquiring person has two UPEs, but only requires one filing because the UPEs have the same Item 5 information.

  1. Should we submit two separate forms, one for each UPE? Or, should we simply add extra lines to any item calling for UPE information, and list both entities on the same version of the form?
  2. Since our client will be filing on behalf of its parent entities, is one affidavit attesting to the good faith intention of both UPEs sufficient? Or, do we need a separate affidavit for each UPE?

Many thanks in advance for your guidance on these items.

 

 

About Informal Interpretations

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.

Learn more about Informal Interpretations.