2210004 Informal Interpretation

From:
Se nt : 	urs ay, 	o 	r 	,
She inberg, Samuel I.
From: 	HSRHelp
Se nt: 	Fr iday, Oc to ber 14, 2022 10:03 AM
To: 	Walsh, Ka th ry n E. ; Berg, Karen E. ; Shaffer, Kristin; Sheinber g, Sa m ue l I.; Si x, Anne; Whiteh ead, Nora;
Fetterman, Miche ll e
S ubj ect : 	FW : Item 3a
From: Musick, Vesselina <vmusick@ftc.gov>
Se nt : Frida , October 14, 2022 10:02: 50 AM
To:
Cc: 	e p < 	e p
Subj ect : RE: Item 3a
Pl ease create an Item 3a Annex w here you list a ll of the subsidiaries whose assets are being acquired as you would in
Item 3a and refer to the annex in responding to Items 1f and 3a , in endnotes, and wherever else you may need to refer
to all of the acquired entit ies. If the 10 entit i es compr ise a busi ness, please provide the name of the busi ness in Item 3a
in addit ion to the reference to the annex, so that we have a collective name for all the ent ities for our records.
-05 :00) Eastern Time ( US & Canada)
To: HSRHelp < HSRHelp@ftc .gov >
Subj ect : RE: Item 3a
Good morning
Would you p lease be able to conf irm what enti ty i nforma ti on should be listed in the acqu i red entiti es boxes in
3a?
We have one UPE and ten wh olly-owned acqu i red entiti es. Based on this statement in t he instructions, '"' It is not
necessary to list every subsidiary w ho lly -ow ned ow ned by an acquired entit y," I normally li st only the top leve l entities.
However, in this case, we h ave one UPE w ith ten w ho lly -ow ned ent ities whose assets are be i ng sold. They are not
stacked so th at eac h is a top level ent ity w ithin the UP E. Do I need to list them all separate ly in the entity boxes
when the 	are described is the Transaction Descrip ti on? Thank you.
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