1209001 Informal Interpretation

Date:
Rule:
801.1(a)(3)
Staff:
James Ferkingstad
Response/Comments:

  - Agree - not reportable.

Question

From:

Ferkingstad, James H.

Sent:

Tuesday, September 04, 2012 2:54 PM

To:

(Redacted)

Cc:

Ferkingstad, James H.

Subject:

RE: HSR Reporting Determination

Basedon the facts presented, I agree.

From: (Redacted)
Sent: Tuesday, September 04, 201211:54 AM
To: Ferkingstad, James H.
Cc: (Redacted)
Subject: HSR Reporting Determination

Mr.Ferkingstad,

Goodmorning. Thank you for talking with us on the phone earlier -we would like toconfirm that our understanding of our conversation is correct. Please see thehypotheticals below:

Transaction 1

CompanyA is purchasing 6 companies (YI-Y6) in a single transaction. YI-Y6 is each itsown UPE. When the purchase price is allocated among the target UPEs, notransaction value exceeds the reporting threshold.

It isour understanding that for HSR purposes each purchase is treated as a separatetransaction and none will be reportable due to the size of transaction test.Please confirm.

Transaction 2

A requirementof transaction I is that the sellers of companies Yl-Y6 must, as a group,purchase common units of Company A. The total value of this backend purchasewill not exceed the reporting threshold.

Itis our understanding that I) the value of the backend transaction is not to beaggregated with the purchase price of companies YI-Y6, and that 2) the backendpurchase is not reportable on its own. Please confirm.

Thankyou for your attention to this matter.

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.