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Date
Rule
801.1(c)(1)
Staff
Patrick Sharpe
Response/Comments
Included within letter

Question

July 27, 1992

BY HAND

Mr. Patrick Sharpe
Premerger Office
Federal Trade Commission
6th St. and Pennsylvania Ave.
Washington, D.C. 20580

Dear Mr. Sharpe:

This confirms our telephone conversations in which you advised that the following factual pattern does not give rise to a filing requirement under th Hart-Scott-Rodino Act.

A is an investment advisor and manager to and general partner of B, C and D. A also advises and manages a portion of E, which is a not-for-profit corporation that invests funds of various endowments.

A does not have the right to 50 percent or more of the profits of B, C or D and does not have the right in the event of dissolution to 50 percent or more of the assets of B, C or D. In addition, A does not have the right to hold 50 percent or more of any outstanding voting securities of E or the contractual power to designate 50 percent or more of the directors of E.

A entered into an agreement on behalf of B, C, D and E to purchase the preferred stock of Y. The total value of the stock being acquired is (redacted). [PMN staff note: (aggregate of 17%)] Of that total, (redacted) is being held by B, (redacted) by C, (redacted) by D and (redacted) by E. B, C, D and E will be the beneficial owners of their respective preferred shares. [PMN staff note: A will not hold the stock of Y. A is acting as an agent.]

As the investment advisor and manager, A will have the power to vote all of the shares of the preferred stock being acquired.

A, B, C, D and E are their own ultimate parent entities.

The foregoing facts do not result in a reportable event because the (redacted) [PMN staff note: more than] size of the transaction test is not satisfied. [added by PMN staff: by B, C, D and E and none of them will hold 50% or more of Ys voting stock.]

Sincerely,

(redacted)

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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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