2308003 Informal Interpretation

She inberg, Samuel I.
From : 	HSRHelp
Se nt: 	Wednesd ay, Auqust 2 3, 2023 8:51 AM
To: 	Berg, Kare n E.; M us ick, Vess elin a; Shaffer, Kr istin; Sheinberg, Samuel I.; Six, An n e; Whitehea d, Nora;
Fetterman, Miche ll e
S ubj ect : 	FW : Query re Aggregation
From: Wa lsh , Kathryn E. < kwalsh@ftc.gov>
Sent : Wednesda , Au ust 23 , 2023 8:50:52 AM
To:
Cc: 	e p < 	e p 	c.gov>
Subject: FW : Query re Aggregation
The operat ive questi on is w hether the acquisit ions are part of the same t ransaction. That there are t w o agreements not
condi tioned on one another is on ly one factor; another is w hether they w ere negotiated at the same t i me . The parties
have the tota li ty of the facts and wil l have to make the call here.
From:
Sent : 	& Canada )
To: HSRHe lp < HSRHelp@ftc .gov>
Cc:
Su
Dear Premerger Notification Office,
A single buyer UPE is proposing to acquire from a single se ll er UPE 50% of the non-corporate interests of each of two
separate LLCs, LLC 1 and LLC 2, using two separate purchase agreements. The transactions are scheduled to have
separate closings a few months apart and will not be conditioned on the consummation of the othe r. The parties currently
intend to sign both purchase agreements at or around the same time, although this may change.
The acquisition of 50% of the non-corporate interests of LLC 1 ("Transaction 1") will have a purchase price below the
$111 .4 million threshold. The acquisition of 50% of the non-corporate interests of LLC 2 ("Transaction 2") w il l have a
purchase price exceeding the $111.4 million threshold. No HSR exemptions are applicable.
We understand that Transaction 2 will trigger a filing requirement on its own, but would like to understand whether the
obligation arises before closing Transaction 2 or before closing Transaction 1. In other words, do we aggregate and fi le for
both transactions before we close Transaction 1, or do we fi le and observe the waiting period only for Transaction 2? The
HSR fi ling fee will be the same whether the parties fi le solely for Transaction 2, or for both transactions in the aggregate.
Kind re ards,
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