1109003 Informal Interpretation

Item 7(b)(ii)
Michael Verne

Not quite - the general partner is an associate, but the top level
associate that is reported is the associate highest up the chain that
actually holds the voting securities of the Opco. Since the GP only has a
minority interest in the LP, it does not hold securities of the Opco.
Remember, to determine who associates are you
start with the acquiring person, go up the chain through either HSR control
or investment management, until you get to an entity that is its own UPE and
does not have anyone managing its investments. You then come back down from
that entity, again either through control or investment management until you
get to an entity that derives revenues in the same industry as the target
Then, to determine what to report, you go back up from the Opco, only
through HSR control, to find the highest level associate that actually holds
securities of Opco. In your example this is the LP.


From: (Redacted)
Sent: Monday, September 12, 20113:44 PM
To: Verne,B. Michael
Cc: (Redacted)
Subject: Follow up question re: Associates

Mike,I have a follow up question from today's presentation that (redacted)and I are wondering about, and I want to make sure that I didn't mishear you. Ithought I heard you say that where an Opco is owned by a limited partnership,and the limited partnership has a general partner, the limited partnership isthe top level associate of the Opco, and that the general partner is not anassociate of the Opco. Is that right? Thanks very much,

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.