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Date
Rule
801.(c)(9)
Staff
Michael Verne
File Number
9908008
Response/Comments
Agree that this is our current position. R. Smith concurs.

Question

M E M O R A N D U M

August 18, 1999

TO: Michael Verne

FROM: (redacted)

RE: Partnership Roll-Ups

_____________________________________________________________________________

 

This memorandum confirms our telephone conversation earlier today regarding the HSR Act implications of certain transactions that result in an ultimate parent entity (“UPE”) indirectly holding 100% of the interests of a partnership or limited liability company.

 

            Under th Premerger Notification Office’s policies, the general rule is that a filing is required when the acquisition of a partnership or LLC interest results in a UPE holding directly or indirectly 100% of the interests of the partnership or LLC. Thus, a filing is required if a UPE directly (or indirectly through corporate entities that it controls) acquires the remaining 1% of the partnership. You advised me, however, that as an exception to the policy, a filing is not required is any part of the 100% interest in the partnership or LLC is held by another partnership that it controls. Thus, no filing is required if a UPE directly holds a 99% interest in Partnership B, which directly holds a 99% interest in Partnership C, and the UPE acquires the remaining 1% of Partnership C directly, or indirectly through corporate entities controlled by th UPE or through B. This unwritten exception to the general rule is that unless an ultimate parent entity holds 100% of all partnerships and LLC’s between itself or its corporate (50% and greater) subsidiaries and the actual assets (i.e., the assets of the underlying partnership or LLC), no roll-up filing will be required.

 

            You agreed that this conclusion is seemingly inconsistent with the HSR Act regulations that consider a partnership to be included within a person if the person has a 50% o5r greater interest, but confirmed that this conclusion is consistent with the Premerger Notification Office’s current position regarding the acquisition of a partnership or limited liability interest.

 

            Please confirm that the foregoing is consistent with our conversations and the Premerger Notification Office’s current view.

 

cc: (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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