The acquired person’s filing should be for Company A’s business at the time of filing and should include an explanation of the sale that may happen pursuant to the other transaction (with the transaction number). If there is information that you are unable to provide, you may include a statement of non-compliance.
Question
We are working on a Select 801.30 filing where Company A is the Acquired Entity (“Select 801.30 Transaction”). Company A has two main operating segments that we will call Operating Company 1 and Operating Company 2. Operating Company 2 is being acquired by Company B (“Transaction 2”). Transaction 2 has cleared DOJ Second Request review and will be closing very soon, but we do not know the exact date. The sell-side filing for the Select 801.30 Transaction must be made by July 25, 2025. For the HSR form for the Select 801.30 Transaction, do we need to include Operating Company 2’s information? If yes, do we need to include Operating Company 2’s Minority Shareholders and Interest Holders information? This category will be burdensome for Company A to obtain because the HSR filing for Transaction 2 was submitted approximately a year ago, so we did not need that information for the HSR form at that time.
Further to the below, Transaction 2 will close before the expiration of the HSR waiting period for the Select 801.30 Transaction. Kindly confirm that we can then exclude information about Operating Company 2.