0307012 Informal Interpretation

us-ftc-hsr-informal-interpretations-703db465d634c7270cd4fb2189552bb50307012 Informal InterpretationGuidance

Apri la fonte
Date
Rule
801.2
Staff
Michael Verne
Response/Comments
07/21/03 Advised that acquiring a controlling interest in B would result in two potentially reportable acquisitions. However, if Bs only holding was the 25% interest in LLC, only one filing would be required if the acquisition of 100% of the assets of LLC is reportable.

Question

From: (redacted)
Sent: Monday, July 21, 2003 9:58 AM
To: Verne, Michael
Subject: Quick LLC question

Mike:

If A owns outright 75% of the interests in an LLC and then purchases over 50% of the stock of B, the company that owns the other 25% of the LLC interests, the I take it A would have two potentially reportable events -- (1) the acquisition of the stock of B, if that meets the jurisdictional tests; and (2) the acquisition of 100% of the assets of the LLC. With regard to (2) I just wanted to make sure that it would be considered to be the acquisition of 100% of the assets of the LLC even though A would not own 100% of B's stock (but would have "control").


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