1809004 Informal Interpretation

1
Sheinberg, Samuel I.
From:
Sent: 	Thursday, September 06, 2018 11:29 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Whitehead,
Nora
Subject: 	FW: Item 6c
From: Shaffer, Kristin
Sent: Thursday, September 6, 2018 11:29:09 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Item 6c
If the acquisitions are not consummated prior to filing, we agree that X may say none. However, we do find it helpful if
there is an endnote explaining the situation.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202‐326‐3434 | kshaffer@ftc.gov
From:
Sent: Wednesday, September 5, 2018 3:28:40 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Item 6c
Hi folks.
We need your advice on how to answer Item 6c in connection with the following transaction.
Y is selling to X under a single purchase agreement Y’s holdings in about 20‐30 entities. We do not yet know whether
there will be one closing or multiple closings. None of these entities are under common HSR control with another of
these entities and Y holds minority interests in all such entities.
We believe that with 2 exceptions, X would not have to report its acquisition of voting shares of these entities because
threshold tests would not be satisfied or HSR exemptions would apply. X is working on HSR filings to report its
acquisition of certain voting shares of two of these entities ‐‐ A and B. Assume that A and B do not compete with each
other but both report revenues in the software publishing code. Also assume that X is a newly formed entity that is its
own UPE and at the time it makes its filings will not hold interests in any entities.

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How should X answer item 6c in its HSR filing? May X say none since at the time that it files its HSR forms it will not hold
any interests in any entities? (Note that X does not have sufficient data to determine whether it would acquire and hold
at least 5% of the voting shares of the entities in which it is acquiring interests from Y (other than A and B) because
Section 801.12 likely applies to such entities and X does not have the information necessary to run that formula.)
Thanks for your help.
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