1210014 Informal Interpretation

Date:
Rule:
801.10, 802.3
Staff:
Michael Verne
Response/Comments:

  - You would treat them as 30 separate asset acquisitions. If the value of each undivided interest is less than $68.2 million, no filing is required. Note for future reference that § 802.3 does not exempt all mineral reserve acquisitions, only carbon based minerals. Oil, natural gas, shale or tar sands have a $500 million limitation and coal has a $200 million limitation.

Question

From:

(Redacted)

Sent:

Thursday, October 25, 2012 3:15 PM

To:

Verne, B. Michael

Subject:

HSR Question

Mike,quick question: my client wants to acquire certain mineral interests in an assettransaction. The assets are owned by 30 or so unaffiliated sellers, each ofwhom owns an undivided interest in the assets. Is it proper to view this as 30separate acquisitions, the value of each such transaction being the value ofsuch seller's undivided interest in the assets? I am not aware of a rule thatrequires aggregation of the assets of unaffiliated sellers (even if each sellerholds an undivided interest in the assets).

As ahypothetical example, assume that the assets to be acquired are producingmineral reserves valued at $1 billion. Further assume that each of the 30owners will sell its undivided 1/30 interest in the assets to the buyer for$33.3 million. Since the buyer is acquiring assets worth $33.3 million fromeach seller (well under the $500 million exclusion for minerals and under the$68.2 million threshold), no filing would be required.

Doyou concur?

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.

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