Agree with your approach; please cross-reference in both filings.
Question
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Wednesday, August 17, 2022 12:35:16 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR filing set-up and Item 5-8
Agree with your approach; please cross-reference in both filings (in bold).
From: [Redacted]
Sent: Wednesday, August 17, 2022 10:33:22 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR filing set-up and Item 5-8
Dear PNO: I have two HSRs to be filed essentially simultaneously on the basis of LOIs for the same Acquiring Person, but involving different Acquired Persons, Deal 1 and Deal 2. As a practical matter, the deals will be cross conditioned because they are expected to be signed and closed on the same day, with Deal 1 closing first and Deal 2 closing immediately thereafter.
Please confirm that in the Deal 2 filing, even though Deal 1 will close before Deal 2 closes, Item 5 and 6 responses should not include the Deal 1 target’s revenue or entities because “[a]cquiring persons filing notification should include the total dollar revenues for all entities included within the person filing notification at the time the Form is prepared.” And also, Item 7 and 8 should be assessed based solely on the four corners of the respective filing and as the Acquiring Person exists at the time of filing.
I would reference in the Deal 2 description that closing will be contingent on Deal 1 closing, and note that Deal 1 was the subject of a separate HSR filing. So you will have the full picture and understanding of the relationship of the two deals.