2410005 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, October 15, 2024 3:45 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: Question re transactional sequence
From: Six, Anne <asix@ftc.gov>
Sent: Tuesday, October 15, 2024 3:44:40 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: FW: Question re transactional sequence
Confirmed.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, October 15, 2024 11:22 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW: Question re transactional sequence
From:
Sent: Tuesday, October 15, 2024 11:21:55 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Question re transactional sequence
PNO Team,
We are filing on an agreement involving the reorganization of a joint venture company (JV) currently held 51% by
Company A and 49% by Company B. The agreement provides that 3 different steps will occur in sequence at
closing. If we follow the sequence provided in the agreement, the first step is not reportable because it involves
the transfer of a JV subsidiary to A (intra-person transaction); the second step is a transfer of JV shares from A to B
that will increase B’s share to >50% and will be reported; and the third step is a non-reportable transfer of a
minority interest in another JV subsidiary to A (no longer intra-person at that stage of the sequence, but the value
of the interest is under size of transaction).
The sequence of the transaction was chosen for business reasons independent of the HSR analysis. I read PNPM
46 to suggest that we can follow the sequence spelled out in the agreement for the HSR analysis but have not
found other guidance on point. Would you please confirm that we can rely on the transactional sequence?
Thank you!
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