1007005 Informal Interpretation

Date

July 19, 2010

Rule

802.4

Staff

Michael Verne

Response/Comments

I agree, but you don't have to use 801.13(c)(2). That rule determines the value of the transaction and says that you would not include the value of the 20% LLC interest. The reason you don't include the value of the LLC interest or the underlying assets of the LLC is in 802.4 itself. "The value of voting or non-voting securities of any other issuer or interests in any non-corporate entity not included within the acquired issuer does not count toward the $50 million (as adjusted) limitation for non-exempt assets."

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Question

From:

Redacted

Sent:

Wednesday, July 14, 2010 10:22 AM

To:

Verne, B. Michael

Subject: RE:Aggregation

I have anotheraggregation scenario:

Acquisition of 20% ofthe interests in A LLC and 20% of the voting securities of B Corp. The UPE of ALLC and B Corp is C. A LLC has more than $63.4 million of US assets and B Corphas no US assets and its foreign assets do not generate sales in or into the US. For purposes of 802.4, would you include the US assets of A LLC? I assume the answer isno because Rule 801.13(c)(2) provides that "An acquisition of noncorporateinterests which does not confer control of the unincorporated entity is notaggregated with any other assets or voting securities which have been or arecurrently being acquired from the same acquired person."

From:

"Verne, B. Michael" <MVERNE@ftc.gov>

To:

Redacted

Date:

07/14/201009:40 AM

Subject:

RE: Aggregation

Yes -under 801.14 which requires aggregationof "all voting securities of the acquired person".

From: Redacted
Sent: Tuesday, July 13, 2010 4:27 PM
To: Verne, B. Michael
Subject: Aggregation

Mike,

In an acquisitionof voting securities (minority interests) in several issuers that have the sameUPE, do we have to.

1007005 Informal Interpretation

Question

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