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Date

Tags:

Rule
Form Item 8
Staff
Ty Carson
Response/Comments

No need to list all the individual sellers. Just list the target.

Question

From: Carson, Timothy

Sent: Friday, July 28, 2017 11:10 AM

To: [Redacted]

Cc: Berg, Karen E.; Gillis, Diana L.; Shaffer, Kristin; Storm, Evan; Whitehead, Nora; Walsh, Kathryn E.

Subject: RE: Item 8 instructions

[Redacted],

No need to list all the individual sellers. Just list the target.

Regards,

Timothy (Ty) Carson

From: [Redacted]

Sent: Thursday, July 27, 2017 1:45 PM

To: Walsh, Kathryn E.

Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Storm, Evan; Whitehead, Nora

Subject: Item 8 instructions

Kate,

Item 8 asks for the name and HQ address of the entity from which assets, voting securities or non‐corporate interests were acquired. Is it permissible to put the name and address of the target instead? In our situation, on the other side there was a private equity firm that was not a controlling entity and a bunch of sellers. Do we need to put in the names of all of the individual sellers? I can get that from that stock purchase agreement, but I have no idea how I find their addresses.

Thanks.

[Redacted]

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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