1207004 Informal Interpretation

Date:
Rule:
801.13
Staff:
Michael Verne
Response/Comments:

  – No aggregation – correct on all the other points.

Question

From:

(Redacted)

Sent:

Tuesday, July 10, 2012 4:26 PM

To:

Verne, B. Michael

Cc:

Walsh, Kathryn

Subject:

HSR Question - HSR Filing Fee

Mike,

Ijust want to confirm that where an acquiring person C is acquiring variousentities (corps and LLCs) from two different acquired persons, A and B, thatthere should be two HSR notifications, one for C acquiring entities controlledby A, and another for C acquiring entities controlled by B. [No entities arebeing acquired by C in which both A and B are a UPE (i.e., there are no 50%-50%entities).]

Thefact that the two acquisitions are included in the same purchase agreement, andthat A may have minority interests in some entities controlled by B that arebeing sold to C, does not affect this analysis, correct? [Assume also that Balso has a minority interest in some entities being acquired by C from A.]

Thefiling fee for each HSR notification to be paid by C is based on the determinedpurchase price of the entities being acquired from the respective acquiredpersons (A and B). Correct? So if the purchase price of the entities whose UPEis A is $100 million, and the purchase price of the entities whose UPE is B is$110 million, a $45,000 filing fee is required for each notification, correct?

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

Learn more about Informal Interpretations.