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0907017 Informal Interpretation
us-ftc-hsr-informal-interpretations-55ab9bea6732b0f4ff1f0459011892d00907017 Informal InterpretationGuidance
Date
Rule
802.51
Response/Comments
any acquisition of Newco voting securities by shareholders of A and B would have a potential filing obligation. (c)(10) and 802.10 would not exempt these, but 802.9 might.
Question
From:
(Redacted)
Sent:
Wednesday, July 22, 2009 2:21 AM
To:
Verne, B. Michael
Subject: 802.51Hi, Mike:
Hopefully this isrelatively quick question for you. We have a transaction where ForeignAcquiring Person is acquiring voting securities of Foreign Issuer from ForeignAcquired Person. Neither Foreign Issuer nor any entities it controls had directsales in or into the U.S. in the most recent fiscal year, but a separateforeign entity controlled by Foreign Acquired Person ("ForeignEntity") did have sales into the U.S. and Foreign Issuer made some salesto Foreign Entity. Foreign Entity is not being acquired in this transaction.
Do we count thesales made by Foreign Entity (an entity not controlled by Foreign Issuer) inthe 802.51 exemption threshold calculation or does in fact that Foreign Issuerdid not make sales directly in or into the U.S. mean we do not count them? Ilooked through the online informal interpretations but did not come acrossanything specifically on point.
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