2508006 Informal Interpretation

I have a situation where Firm A has signed an LOI to acquire Target B. We plan on filing under the LOI. Firm A is controlled by UPE. For tax reasons, Firm A will create a to be formed entity that will be wholly owned by Firm A to make the acquisition of Target B at closing. The UPE is the acquiring person so it is the UPE’s filing, but Firm A is the business that is making the acquisition through the to be formed entity. In this situation, when I list the parties, I list UPE as the Acquiring person, and for the acquiring entity, I would list the “to be formed entity”. But, would I also list Firm A’s information as an acquiring entity?

In the transaction description, I plan to explain all of this, but for purposes of completing the form, affidavit and certification, I was going to have Firm A file on behalf of the UPE, and Firm A’s executive sign the affidavit and certification page.

Also for the business of the acquiring person, I plan to explain Firm A’s business.

Let me know if I should list both A and to be formed entity as acquiring entities or just the to be created entity.