2301004 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Wednesday, January 18, 2023 1:24 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora;
Fetterman, Michelle
Subject: 	FW: Question re: HSR Filing
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Wednesday, January 18, 2023 1:24:13 PM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: Question re: HSR Filing
Thank you for checking in. We believe that there are some issues with the analysis:
 	Trustees are not generally ultimate parent entities. Since this is a revocable trust, the grantor(s) would be
deemed to hold the corpus of the trust. See 801.1(c)(4). Please let us know if this changes your analysis.
 	If the target is a US entity, the form of the entity is definitive. Acquisition of an LLC should be reported as the
acquisition of non-corporate interests.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Wednesday, January 18, 2023 11:37:07 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Question re: HSR Filing
Hello,
First, thank you for your help. You are an amazing resource for HSR questions.
I have the following questions:
1. 	We have a potential filing where the UPE is an individual. He is trustee of a revocable trust. The transaction as
proposed is reportable. We want to confirm that Item 4(b) on the HSR form would allow the individual UPE to
submit the annual reports and/or annual audit reports for the trust, and that the individual UPE does not need
submit personal financial information. We understand that if the target’s financials are not consolidated in the
trust’s annual reports and/or annual audit reports, the target must provide its annual reports and/or annual
audit reports.
2. 	The acquisition is of an LLC, but it has voting shares. We were going to report the acquisition of voting securities
rather than non-corporate interests. Is this correct? We understand this may not be enough information for you
to answer, but if it is possible, could you please confirm our understanding is correct?
Thank you again!
Sincerely,
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