1820001 Informal Interpretation

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FW: 802.4 Question
Friday, February 16, 2018 12:59:26 PM
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From: Sheinberg, Samuel I.
Sent: Friday, February 16, 2018 12:59:24 PM
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Cc:
Subject: RE: 802.4 Question
Auto forwarded by a Rule
We agree, so long as title to the inventory has not passed to a US entity.
Have a nice weekend.
Sam
From:
Sent: Friday, February 16, 2018 11:23 AM
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Subject: FW: 802.4 Question
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From:
Sent: Friday, February 16, 2018 11:22:40 AM
To:
Cc:
Subject: 802.4 Question
Auto forwarded by a Rule
We are writing to confirm our understanding that the transaction described below would
not be HSR reportable.
Companies A and B are both foreign persons under the HSR Rules. Company A, through its
wholly-owned foreign subsidiary, Company C, will acquire 100% of the voting shares of
Company D, a wholly-owned foreign subsidiary of Company B. Please assume that the size
of transaction and size of person tests are satisfied.
Company D holds plants located outside of the United States, the fair market value of which
are less than $50 million (as adjusted), and foreign inventory (i.e., inventory located

outside of the United States), the fair market value of which is greater than $50 million (as
adjusted). Company D made aggregate sales in or into the United States of over $50 million
(as adjusted) in its most recent fiscal year.
The transaction is not exempt pursuant to 802.51 because Company D made aggregate sales
in or into the United States of over $50 million (as adjusted) in its most recent fiscal year.
However, the transaction is exempt under 802.4 because the value of the non-exempt
assets, the foreign plants, does not exceed $50 million (as adjusted). Company B's
inventory, which is located outside of the United States, would not be considered a U.S.
asset or an asset to which U.S. sales were attributable. See Int. 0603024,
https://www.ftc.gov/enforcement/premerger-notification-program/informal-
interpretations/0603024.