1708002 Informal Interpretation

1
Haynes, Lanea
From: 	Carson, Timothy
Sent: 	Thursday, August 17, 2017 10:38 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.; Shaffer, Kristin;
Sheinberg, Samuel I.; Whitehead, Nora
Cc:
Subject: 	RE: Question regarding inclusion of information from bankrupt subsidiary in company's
HSR filing
Entity Z is no longer within Company X for HSR purposes.
Timothy (Ty) Carson
Bureau of Competition
Federal Trade Commission
400 7 th Street, SW
Washington, DC 20024
202.326.2627
tcarson@ftc.gov
From:
Sent: Wednesday, August 16, 2017 4:12 PM
To: Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Sheinberg, Samuel I.;
Whitehead, Nora
Cc:
Subject: Question regarding inclusion of information from bankrupt subsidiary in company's HSR filing
All,
We represent Company X, the acquired person in a transaction with Company Y. Entity Z, one of Company X’s controlled
entities, entered into Chapter 11 proceedings several months ago. Our question is whether Company X must include
anything related to Entity Z in its HSR notification (for example, Item 5 revenues or Item 6 information). Based on
Informal Interpretation #0212014 (https://www.ftc.gov/enforcement/premerger‐notification‐program/informal‐
interpretations/0212014) our understanding is that when a company enters into bankruptcy, that severs the chain of
control for HSR purposes. As such, information regarding Entity Z would not be included in Company X’s HSR
notification. Please let us know if you agree with our view.
Please let us know if you need any additional detail, and we request that if you intend to publish this request on the FTC
website we have the opportunity to further anonymize it.
Many thanks.
Best regards,