2501001 Informal Interpretation

Sheinberg, Samuel I.
From:
Sent:
To:
Subject:
HSRHelp
Thursday, January 30, 2025 9:50 AM
HSR Auto Forward List
FW: Acquired UPE question
From: Whitehead, Nora
Sent: Thursday, January 30, 2025 9:49:38 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp
Subject: RE: Acquired UPE question
Yes, you may file this way. Once Newco is formed, please alert the PNO if there are any substantive changes to the
transaction at that point.
From: HSRHelp
Sent: Wednesday, January 29, 2025 10:26 AM
To: HSR Auto Forward List
Subject: FW: Acquired UPE question
From:-
Sent: Wednesday, January 29, 2025 10:25:20 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp
Subject: RE: Acquired UPE question
I just wanted to double-check that the guidance below is still correct- i.e., Seller can file as the UPE of Newco (which will
not yet be formed at the time of filing). Assume that, prior to closing, Seller will distribute the Newco equity to
equityholders, resulting in Newco becoming its own UPE.
From: Sheinberg, Samuel I.
Sent: Monday, June 7, 202112:20 PM
To:-
Cc: HSRHelp
Subject: RE: Acquired UPE question
-What you suggest is fine.
Thank you,
Sam
From: HSRHelp
Sent: Monday, June 7, 202111:11 AM
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To: Walsh , Kathryn E. ; Berg, Karen E. ; She inberg, Samuel I. ; Six, Anne ; Whitehead, Nora ; Musick, Ves selina
Subject: FW : Acquired UPE question
From:-
Sent: Monday, June 7, 202111:09:01 AM ( UT C-05:00) Eastern Time ( US & Canada)
To: HSRHe lp
Subject: Acquired UPE question
Bu y er and Seller intend to makes HSR fi lings based off an executed letter of intent. At some point pr i or to closing, Se ll er
(w hich is its own UPE ) w ill form Ne wco for the purpose of contributing certain as set s and li abil ities of Se ll er . It is
anti ci pated that the equity of Ne wco w ill be distr ibuted to equit yholders of Se ll er , none of w hom w ill acquire control of
Ne wco. Bu y er w ill then acquire all of the equity interest s of Ne wco in exchange for cash and minorit y interest s in a
parent company of Buyer.
Since Ne wco is not y et forme d, could you confirm that it would be appropriate for Se ll er to be li sted as the acquiring
person's UPE (and to execute the fi ling on behalf of the acquiring person), w ith an explanation that Ne wco may become
its own UPE prior to cl os ing?
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