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Date
Rule
801.2
Staff
Nora Whitehead
Response/Comments

Yes, you may file this way. Once Newco is formed, please alert the PNO if there are any substantive changes to the transaction at that point.

Question

Yes, you may file this way. Once Newco is formed, please alert the PNO if there are any substantive changes to the transaction at that point.

From: [Redacted]

Sent: Wednesday, January 29, 2025 10:25:20 AM

To: HSRHelp

Subject: RE: Acquired UPE Question

I just wanted to double-check that the guidance below is still correct – i.e., Seller can file as the UPE of Newco (which will not yet be formed at the time of filing). Assume that, prior to closing, Seller will distribute the Newco equity to equityholders, resulting in Newco becoming its own UPE.

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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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