2103003 Informal Interpretation

Date:

Tags:

Rule:
801.11, Item 4(b)
Staff:
Kathryn Walsh
Response/Comments:

We agree and note that X might need to stipulate if its financials don’t show that SOP is met.

Question

From: Walsh, Kathryn E.


Sent: Monday, March 1, 2021 2:01:12 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: FW: Filing with multiple UPEs

We agree and note that X might need to stipulate if its financials don’t show that SOP is met

From: [Redacted]


Sent: Monday, March 1, 2021 11:54:38 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Filing with multiple UPEs

Good morning. I’m hoping to quickly confirm the filing requirements for a transaction.

In our transaction, the acquired entity X has two UPEs, A and B, who are both natural persons. I understand that, if A and B authorize it, X can file a single HSR form for the transaction, and a person with actual authority representing X can certify the form and can file one affidavit attesting to the good faith intent of both A and B to complete the transaction. In addition, because X is the highest level entity that A and B control, only X’s financials need to be provided for Item 4(b). Can you confirm?

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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