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Date
Rule
Item 4(b)
Staff
Michelle Fetterman
Response/Comments

You can rely on the financials of Company B. Include a stipulation in your form if Company B’s financials are not sufficient for size of person.

Question

From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Friday, November 18, 2022 3:01:01 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Item 4(b)

You can rely on the financials of Company B. Include a stipulation in your form if Company B’s financials are not sufficient for size of person.

From: [Redacted]
Sent: Friday, November 18, 2022 8:17:44 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Item 4(b)

Good morning,

I am filing a Notice on behalf of a UPE who is a natural person. I understand we would not submit his personal balance sheet or tax returns, but rather financials for the highest entity he controls. He is the UPE (but not the sole member) of Company A, LLC, which is the sole member of Company B, LLC, which is the acquired entity. Company A is manager-managed. Company A does not have audited financials, but rather files a Form 1065 based on the audited financials of Company B, since Company B is a passthrough. We plan to submit audited financials for Company B. Do we also then need to submit the Form 1065 for Company A? Or can we rely on the financials for Company B and explain the ownership structure in an endnote?

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