1910003 Informal Interpretation

Date:

Tags:

Rule:
Item 7
Staff:
Kathryn Walsh
Response/Comments:

There is no exception for this situation – feel free to drop a footnote to explain.

Question

From: Walsh, Kathryn E.


Sent: Wednesday, October 2, 2019 8:42:12 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: FW: Item 7 for PE Fund whose Associate = Target

There is no exception for this situation – feel free to drop a footnote to explain.

 

From: [Redacted]


Sent: Monday, September 30, 2019 10:46:42 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Item 7 for PE Fund whose Associate = Target

Hi HSR Help,

Buyer Fund is acquiring Target, a controlled portfolio company of Seller Fund. Buyer Fund and Seller Fund are sponsored by the same PE firm and are associates. So Buyer Fund and Target are also associates.

Buyer Fund has no overlaps (whether person or associate) with Target except for the fact that Target is its associate. In Buyer Fund’s HSR form, can I include a note in Item 7 to this effect and not respond to the subsections of Item 7? Reporting the technical associate overlap would be confusing and meaningless since it would only reflect Target’s overlap with itself.

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.

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