What you propose works. Your response to Items 2(a) and 3(a) for each filing should identify both acquired UPEs. It is also helpful if you note in your cover letter and response to Item 3(a) that the other acquired UPE has submitted a separate filing.
Question
From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Friday, October 11, 2024 10:22:17 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Subject: RE: HSR Filing - Two UPEs of Acquired Person
What you propose works. Your response to Items 2(a) and 3(a) for each filing should identify both acquired UPEs. It is also helpful if you note in your cover letter and response to Item 3(a) that the other acquired UPE has submitted a separate filing.
From: [Redacted]
Sent: Wednesday, October 9, 2024 2:30:25 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR Filing - Two UPEs of Acquired Person
Hi-
My clients (a corporation and a LLC) are each owned fifty percent (50%) by the same two shareholders/members. The corporation and LLC are being sold in an integrated transaction to a single buyer. My understanding is that this results in two (2) UPEs for the acquired persons and thus two (2) filings. Similarly, I understand that the buyer is only required to make one filing and pay one filing fee.
I have planned on submitting (for the acquired persons) two separate filings (each containing its own cover letter, affidavit, certification, form and form attachments). Please let me know if this is not correct. Also, in my filing (cover letter or the HSR notification form) should I refer to the other/second UPE filing? I don’t recall anything about that in the instructions to the HSR notification form (but understand this is a unique issue).
Thank you.