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Kristin Shaffer



From: Shaffer, Kristin

Sent: Friday, October 19, 2018 4:05:02 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Size-of-Person Question


Best regards,


From: [Redacted]

Sent: Friday, October 19, 2018 10:51:11 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: Size-of-Person Question

My client, which satisfies the $168.8 million size-of-person test, is planning to purchase a non-manufacturing entity that has total assets of $8.5 million as of its most recent regularly prepared balance sheet. The target is owned 50/50 by two unrelated natural persons, one of the natural persons has total assets of approximately $7 million and the other natural person has total assets of about $6 million.

Neither UPE by himself satisfies the $16.9 million size-of-person test adding the value of the assets held by the target with the value of the assets he personally holds. I am writing to confirm that this analysis is correct and that I should not be adding together the value of the assets held by the two individuals to determine whether size-of-person is satisfied.

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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