You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6(b). If an LP on its own has 5% or more, you would just respond with the name of the GP.
From: Berg, Karen E.
Sent: Friday, July 01, 2016 1:22 PM
Cc: Carson, Timothy
Subject: RE: Item 6(b)
You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6b. If an LP on its own has 5% or more, you would just respond with the name of the GP.
Sent: Friday, July 01, 2016 9:13 AM
To: Berg, Karen E.
Subject: Item 6(b)
Dear Ms. Berg:
With regard to Item 6(b), the Acquiring Person (a limited liability company) has a small group of investors that are private funds each in the form of limited partnerships or LLCs, and each of which owns less than 5% of the Acquiring Person. The general partners of the limited partnerships, and the managers of the LLCs, are either the same entity or affiliated entities; however, the limited partners of each limited partnership, and the members of each LLC, are different in each case.
On their own, none of these limited partnerships or LLCs would need to be listed in Item 6(b). However, because of their common general partner/manager (albeit different limited partners and members), do they need to be aggregated for Item 6(b)? And if so, how would we describe them as a group? (Together, they would own about 12% of the Acquiring Person.)
I look forward to hearing from you. Feel free to call or email.