2402002 Informal Interpretation

Sheinberg, Samuel I.
From : 	HSRHelp
Sent: 	M onda y, February 2 6, 2024 9:31 AM
To: 	Walsh, Kathryn E.; Be r g, Karen E. ; Musick, Vesselin a; Sheinberg, Samuel I. ; Six, A nne; W hitehead, Nora;
Fetterman, M ichelle; Burto n, June; Larson, Peter
Subject: 	FW : HSR Questi on fo r Item S(a)
From: Shaffe r, Kristin <kshaffer@ftc.gov>
Se
To:
Cc:
Subject: RE: HSR Question fo r Item S(a)
For th e acquired person, whether a natu ral person or not, It em 5 only pe rt ains to w hat is be ing acquired. Th erefo re, the
-individual's personal investments are n ot relevant to t his sect ion.
Best rega r ds,
Krist in
Kri stin Shaffer
Atto rney
Pre merger Noti fi ca t ion O ffice
Federal Trade Commission
202-326-2 388 I ksha ffe r @ftc. gov
From:
Sent:
To: HS RH el 	<HSRH el @ftc. ov>
Cc:
Su
) Eastern Ti me (US & Canada)
Good afternoon,
I have a question related to what constitutes repo1table revenue under Item 5 when fi ling as an indivi dual acquired per son
that controls va1ious companie s selling their assets.
The FTC web site ha s a question for what revenue is repo1table when fi ling as an indivi dual. The answer is below :
As an acquiring person, revenue for all entities controlled by the person plus all investment income.
Doe s the same principle apply for an acquired per son? Or , are the repo1table revenue s for an indivi dual that is an acquired
person limi ted to only tho se revenue s that can be attributed to the assets being sold in the transa ction? I do see under
80 3.2 (b) (I)(ii), Items 5-8 on the HSR Fo1m should be fi lled out by acquired persons, in the case of an acquisition of
ass ets, only with respec t to the assets to be acquired.
Would a personal inve stment account of an individual who is an Ac quired UPE be captured as repo1table non
manufac turing income? If so, I believe the appro priate NAIC S co de would be : 78>6531.
Th anks !
1

2