2108005 Informal Interpretation

Date

August 31, 2021

Rule

Item 4(b)

Staff

Karen Berg

Response/Comments

Yes, that would be fine. Please drop a note in Item 4b or the endnotes to the effect that the overlapping entities do not have separate financials.

Original Image - 2108005 Informal Interpretation (155.94 KB)

Question

From: Berg, Karen E. <KBERG@ftc.gov>
Sent: Tuesday, August 31, 2021 3:25:04 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Question on Item 4(b) - Financial Statements for Consolidated Subsidiaries

Yes, that would be fine. Please drop a note in Item 4b or the endnotes to the effect that the overlapping entities do not have separate financials.

From: [Redacted]
Sent: Tuesday, August 31, 2021 11:42:32 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Question on Item 4(b) - Financial Statements for Consolidated Subsidiaries

Dear Premerger Notification Office,

We wanted to confirm whether the guidance in Informal Interpretation 1610008 (https://www.ftc.gov/enforcement/premerger-notification-program/informal-interpretations/1610008) is still the agency’s current position? Specifically, if the acquiring UPE is an operating company and it has controlled subsidiaries with an Item 7 overlap with the acquired entity, may the acquiring UPE only provide its financial statements in Item 4(b) if the overlapping subsidiaries are all consolidated and do not have standalone financial statements?

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Tuesday, Auqust 31 , 2021 3:25 PM
To: 	Walsh, Ka th ry n E.; Sheinberg, Samuel I. ; Six, An ne; Whitehead, Nora; Musick, Vesse lina; Sh affer, Kr istin
Subject: 	FW: Question on Item 4(b) - Fi na ncial Statements fo r Consolidated Subsidiar ies
From: Berg, Ka r en E. <KB ERG @ftc.gov>
Sent: Tuesda y, Aug ust 31, 2021 3:25:04 PM (UTC-05:00) Ea stern Time (US & Canada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: Questi on on Item 4(b) - Fin ancial Statements for Consolidated Subsidiaries
Yes, that would be fine. Please drop a note in Item 4b or the endnotes to the effect that the overlapping entities do not
have separate financials.
From:
Sent: 	aste rn Time (US & Canada)
To: HSRHe l 	< HSRHel @ftc. ov>
Cc:
Dear Premerger Notification Office,
We w anted to confirm whether the guidance in Informal Interpretat ion 1610008
(https://www.ftc.gov/enforcement/premerger-notification-program/informal-interpretations/1610008) is still the
agency' s current position? Specificall y, if the acquiri ng UPE is an operating company and it ha s controlled subsidiari es
wit h an Item 7 overlap w ith the acquired ent ity, may the acquiring UPE on ly provide its financial statements in Item 4(b)
if the overlapping subsidiar i es are a ll consolidated and do not have standalone financial statements?
*****************************
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2108005 Informal Interpretation

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