2105005 Informal Interpretation

Date:

Tags:

Rule:
801.1
Staff:
Karen Berg
Response/Comments:

Confirmed.

Question

From: Berg, Karen E. <KBERG@ftc.gov>


Sent: Friday, May 21, 2021 2:51:53 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Question regarding control  

Confirmed.

From: [Redacted]


Sent: Friday, May 21, 2021 12:28:28 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: Question regarding control

We would appreciate your confirmation that the transaction described below is exempt pursuant to 802.51(b) because none of the Purchasers – all of whom are Foreign Issuers -- will acquire control of Foreign Issuer X:

  • Foreign Issuer X is a Luxembourg incorporated entity.
  • The transaction involves the acquisition by Purchasers – Foreign Issuers A-E – combined of 66% of Foreign Issuer X’s voting securities.
  • Each of the Purchasers is (a) incorporated outside the United States, (b) its own Ultimate Parent Entity, and (c) an associate of a UK headquartered private debt manager.
  • No Purchaser will hold 50% or more of Foreign Issuer X’s voting securities.
  • A Shareholders Agreement provides that the Purchasers’ Group (defined to include the Purchasers collectively) is entitled to appoint 2 of the 3 members of the board of Foreign Issuer X. Because the Shareholders Agreement does not provide that any of Foreign Issuers A, B, C, D or E has the right to appoint 2 of the 3 board members, none of Foreign Issuers A, B, C, D, or E has the right to appoint 50% or more of the board so none is acquiring control. This is true regardless of the fact that Foreign Issuers A, B, C, D, and E are all ultimately managed by Management LuxCo and ultimately advised by Jersey General Partner.

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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