2207004 Informal Interpretation

ues ay, u y 	,
Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, July 26, 2022 11 :28 AM
To: 	Wa lsh, Kathryn E. ; Berg, Ka ren E. ; Musick, Vessel ina; Sheinberg, Samuel I. ; Six, Anne; Wh itehead, Nora;
Fetterman, Miche ll e
Subject: 	FW: Item 4(b) - Recently acqu i red entity
From: Shaffe r, Kr istin <kshaffe r@ ftc.gov>
To:
Cc:
Sent: Tuesda , Jul 	26 , 2022 11:27:57 AM
e p < 	e p 	c.gov>
Subject: RE: Item 4(b) - Rece ntly acquired entity
.understanding is correct.
Best regards,
Kr istin
Kristin Shaffer
Attorney
Pr emerger Notificat ion Office
Federal Trade Commission
202- 326-2388 I kshaf fer@ftc.gov
From:
Sent: 	astern Time ( US & Ca nada )
To: HSRHe lp <HSRHelp @ftc.gov>
Subject: Item 4( b) - Recently acquir ed entity
Good morn ing!
A natural person previously acquired a US company in the midd le of the most recent fi sca l year. The financial results for
that previously acquired US company were then in cl uded in the consolidated annual report for a higher level ent ity in
the natural person, but only for the stub per iod (after the acquisit ion of the US company). A separate annual report for
the most recent year for the previously acquired US company does not presently exist. The higher level ent it y (in cl uding
the previously acquired US compan y) in the natural person is no w being acquired in a new transaction.
In the HSR fi ling for the ne w transaction, can the acquired (and natural) person simply submit the consolidated annual
report for the higher level entit y? Or, does the acquired person need to fi le a separate annual report for the previously
acquired US company?
Based on 174 in the Practi ce Manua l, my understanding is there is no obligation for the acquired person to create a
separate annual report for the previously acquired US company because (a) the financial result s (albeit for only part of
the FY ) for the previously acquired US company are consolidated wi th the higher level ent ity under the acquired person,
and (b) there are not presently separate annual financial statements for the previously acquired US company for the
most recent FY, and there is no ob li gation to create such statements if they don' t already ex ist.
I also understand that revenues for the previously acquired US company will need to be reported in Item 5 for the f!:!!!
year for the previously acquired US compan y, even though the acquired person in the new transaction did not own the
US company for the full year, and even if a separate annual report/ financials need not be created and submitted for
Item 4(b).
Is my understanding correct?
Than ks !
Best
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