2104006 Informal Interpretation

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Sheinberg, Samuel I.
From: 	Sheinberg, Samuel I.
Sent: 	Monday, April 5, 2021 9:46 AM
To:
Cc:
Subject: 	RE: HSR Form Question
You do not need to list these individuals in item 2(a). Please describe the fact that there will be 60 plus rollover
shareholders in item 3(a) and none of them will have reportable acquisitions.
Sam
From:
Sent: Saturday, April 3, 2021 12:21:48 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: HSR Form Question
Hello, I have a brief questions regarding Acquiring Persons listed in Section 2(a) of the Form. Specifically, we have a fairly
straightforward transaction where a private equity firm will form a new entity (Newco) and drop a subsidiary to merge
with a privately held target corporation. The shareholders of the target will roll over some of their shares and will
ultimately own 35% in the aggregate of Newco. Are each of the 60+ rollover shareholders considered Acquiring Persons
required to be listed in Section 2(a) (none are reportable as the largest roll would result in ~5million of shares of
Newco)?
Thank you for your time,

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