0206007 Informal Interpretation

us-ftc-hsr-informal-interpretations-8104aa71d34d66e31554674a0bf883e60206007 Informal InterpretationGuidance

Open source
Date
Rule
802.4
Staff
Nancy M. Ovuka
Response/Comments
6/23 Confirmed advice by phone. Position only applies to minority interest, and not if it results in 100% of the LP interests. If issuer holds a majority interest in an LP, the value of the underlying assets would need to be calculated. If nonexempt assets exceed $50 MM & price of v/s exceeds $50 MM, then a filing would be required.

Question

From:(Redacted)
To:FTC.SERIUS (Novuka@ftc.gov)
Date: 6/21/02 4:53PM
Subject: HSR analysis

Dear Nancy,

This will confirm our conversation in which you informed us that Company A's acquisition of 100% of the voting securities of Company B, where Company B's only asset is a 30% interest in Partnership C, is not reportable under the Act. You explained that the Premerger Notification Office ("PNO") now takes the position that an acquisition of 100% of the voting securities of an issuer whose only asset is a minority interest in a partnership is not reportable even if the purchase price of the voting securities is greater than $50 million. I would be most grateful if you would confirm by return e-mail that I have accurately stated the position of the PNO. Thank you.

Best Regards,

(Redacted)

Continue your research in ChatGPT or Claude
Connect Omnilex to search the legal corpus from your AI assistant.