1303004 Informal Interpretation

Michael Verne

This is still
our position.


From: (Redacted)

Sent: Sunday,March 17, 2013 9:11PM

To: Verne, B. Michael

Subject: HSR Treatment of PubliclyTraded MLP Interests


I hope all is well. Ihad a quick HSR questionI wanted to confirm with you.

I understand the position of the FTC Premerger Notification Office to be that the acquisition of interests in a publiclytraded master limitedpartnership is always treated for HSR Act purposesas an acquisition of non-corporateinterests, and never as the acquisition of voting securitiesregardless of the form of management.This position is explainedin Informal Interpretation 67 in the 4th editionof the Premerger Notification Manual (ABA 2007).

I wantedto confirm my understanding (i) that there has been no changein the FTC PremergerNotification Office positionthat the acquisition of interests in a publiclytraded master limitedpartnership is alwaystreated as an acquisition of non-corporate interests; and accordingly (ii) that theonly time an acquisition of publicly tradedmaster limited partnership interests ever can be subjectto reportability under the HSR Act is if the acquiringperson will hold as a result of the acquisition interests entitlingthe acquiring person to 50% or more of the profits, or 50% or more of the assets upon dissolution of the publicly tradedmaster limited partnership.

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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