0908004 Informal Interpretation

09/27/2009 1. Analyze separately 2. This not intraperson for A because 802.30 specifically says it does not apply to formations under 801.50 3. The future commitment to sell $50 MM in assets to N only goes to the size-of-person of N, not the value of the interests being acquired in N by A and B 4. Yes -for purposes of 802.4. A and B still would not have to file for the formation of N because for each of them under 802.4, N only holds $40 MM in non-exempt assets no matter how much cash is contributed Note: Neither A nor B has a filing obligation in either the initial $40 MM acquisition of assets or the formation of N. However, B will have to file within a year of the second sale of assets by A to N because the agreement for A to sell the $50 MM in assets to N (with B as the UPE) has been entered into within 180 days of the agreement for A to sell the $40 MM of assets to B, therefore aggregation is required under 801.13(b )(2). B would file as the acquiring person and A would file as the acquired person for an acquisition of $90 MM in assets. K Walsh concurs.