1208002 Informal Interpretation

Date:
Rule:
802.51(b)
Staff:
Janice Johnson
Response/Comments:

  – Exempt under 802.51(b), no need to apply the est. in 802.51(c).

Question

From:

(Redacted)

Sent:

To:

Friday, August 24, 2012 3:32 PM Johnson, Janice C.

Subject:

Foreign exemption

Janice

Iwould appreciate your view on whether a transaction is exempt from a filing.

1. Thisis a foreign-co-foreign acquisition with the buyer and target both having USsales or assets.

2. Assume foreign buyer A has sales or assets of $1 billionin the US. Foreign target B has a US sub B-1 that has sales or assets less than$68.2 million.

3. It seems that this transaction is exempt under 802.51(b).

4. The client is apprehensive because 802.51(c) implies thatthe exemption exists only if the combined sales and assets are less than $150million. Here, we assume the combined sales or assets to be over $1 billion(even though the target's share is than $68.2 million).

5. However, I understand that 802.51(b)triggers a filing only when the target exceeds the $68.2 million threshold, andthat the buyer's sales and assets in the US do not affect the analysis.

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.