2107006 Informal Interpretation

To: [Redacted]

No filing is required because control has already been conferred.

From: [Redacted]
Sent: Thursday, July 8, 2021 10:51:25 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Acquisition of Additional NCI Where Buyer Already Controls LLC

Dear PNO:

Party A and Party B are both members of a JV, which is an LLC. Party A holds 60% of the JV, and Party B holds 40%. Party A filed HSR some years ago when it went from holding a non-controlling to controlling interest (48% to 60%) in the JV. Party A is looking to acquire Party B’s 40% interest in the JV, such that at closing, Party A will hold 100% of the JV’s interests.

Assuming Party A’s acquisition of Party B’s interests in the JV meet the current thresholds, and is not otherwise exempt under the rules, do Party A and Party B have to file HSR, or is no filing required because there is no change of “control” involved because control has already been conferred?