1108004 Informal Interpretation

Date:
Rule:
Item 6(c)(ii)
Staff:
Michael Verne
Response/Comments:

  - You would still report associate's 10% holding of Sub A in Item 6(c)(ii)

Question

From: (Redacted)
Sent: Thursday, August 25, 2011 6:30PM
To: Verne,B. Michael; Walsh, Kathryn
Subject: Item 6(c)(ii)

Higuys, This may seem like a silly question but I want to be sure we are correct.

1.Acquiring Person holds60% of Sub A and Sub A competed with the target.

2.Associate of AcquiringPerson holds 10% of Sub A.

3.I assume we do not listAssociate's minority interest in Sub A in the response to item 6(c)(ii) becauseSub A is controlled (a subsidiary) of the Acquiring Person.

Item6(c)(ii)

(Acquiringperson only) For eachassociate (see 801.1(d)(2)) of the person filing notification holding five percentor more but less than fifty percent of the voting securities or non-corporateinterests of the acquired entity(s) or five percent or more but lessthan fifty percent of the voting securities of any issuer or non-corporateinterests of any unincorporated entity that derived dollar revenues inthe most recent year from operations in industries within any 6-digit NAICSindustry code in which the acquired entity(s) or assets also derived dollarrevenues in the most recent year, list, based on the knowledge or belief of theacquiring person, the associate, the issuer or unincorporated entity andpercentage held. If NAICS codes are unavailable, holdings in entities that haveoperations in the same industry, based on the knowledge or belief of theacquiring person, should be listed. In responding to Item 6(c)(ii), it ispermissible for the acquiring person to list all entities in which itsassociate(s) holds five percent or more but less than fifty percent of thevoting securities of any issuer or non-corporate interests of anyunincorporated entity. Holdings of issuers or unincorporated entities withtotal assets of less than $10 million may be omitted.

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