2312008 Informal Interpretation

She inberg, Samuel I.
From: 	HSRHelp
Se nt: 	Fr iday, D ecember 1, 2023 10:28 AM
To: 	Wa lsh, Ka thryn E. ; Berg, Ka re n E. ; Musick, Vessel ina; Sha ffer, Kris t in; Sheinberg, Samuel I. ; Six, Anne;
Fetterman, Michelle; Burton, June; Larso n, Peter
S ubj ect : 	FW : UPE Fil i ng question
From: Whitehead, Nora <nwhitehead@ftc.go v>
Sent : Frida , December 1, 2023 10:27 :48 AM UTC-05:00 Eastern Time ( US & Canada)
To:
Cc:
HS 	p < 	e p 	c.gov>
Subject: RE: UP E Fi ling question
CONTROLLED
You may make one filing, but if Fund 1-A becomes the UPE, then you must not ify the PNO via email before closing. PNO
attorne ys w ill then evaluate w hether the w ait ing per iod should restart for an acquisition by Fund 1-A. If Fund 1-A
consummates the acquisit ion wi thout counsel notify ing the PNO , then it risks closi ng w ithout an accurate HSR on fi le (in
vio lat ion of the Act).
You may al so make t wo fi li ngs (wi th two fees) if you prefer.
From : HSRHelp <HSRHe lp@ftc.go v>
Se nt : Thursda y, November 30, 2023 1:26 PM
To: Walsh , Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KB ERG@ftc.gov>; Musi ck , Vesse li na <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; She inberg, Samuel I. <SS HEINBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nw hitehead@ftc.gov>; Fetterman, M ichelle <mfette rman@ftc.gov>; Burton, June <jburton@ftc.go v>
Subject : FW: UP E Fi li ng question
From:
Sent : 	- 05 :00) Eastern Time ( US & Canada)
To: HSRHe lp < HSRHelp@ftc.gov >
Cc:
Su
A ll ,
We have a qu ick question we were hoping to r un by you. We represent BUY ER, a private equit y firm . BUYER is planning
to make an acquisit ion of a company that is HSR reportab le. There are t wo related and newly formed BUYER funds
(FUND 1 and FUND 1-A) that wil l be fund ing the acquisition. As of the t ime of fi li ng, we be lieve that Fund 1 will be the
UPE of the acquiring ent it y. However, because the funding a ll ocation is not y et confirmed (and won't be confirmed at
the time of fi li ng ) it is possible that Fund 1-A will end up being the UPE. Fund 1 and Fund 1-A will have the same item 5-8
infor mat ion (and the same item 4(c)/(d) i nformat ion).
We are planning to make a single filing and list Fund 1 as the UPE and simply note in the transaction descri pt ion that it is
still possible that Fund 1-A may end up being the UP E at closi ng and further note that the information provided for items
5-8 is the same regardless of w hi ch entit y is the listed UPE. As a result, should Fund 1-A ult imately end up being the UPE ,
we would thus not need to submit a new fi li ng.
We thought th is would be consistent wi th pr ior guidance and more effi ci ent than making tw o separate HSR filings (one
for Fund 1 and a separate fi li ng for Fund 1-A ), b ut w anted to confirm w ith you all.
Thanks,
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