Rule(s):	802.51(b)
Staff:	Janice Johnson
Response / Comments:	08/24/2012 – Exempt under 802.51(b), no need to apply the est. in 802.51(c).
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From:	(Redacted)
Sent: To:	Friday, August 24, 2012 3:32 PM Johnson, Janice C.
Subject:	Foreign exemption

Janice

I would appreciate your view on whether a transaction is exempt from a filing.

1. This is a foreign-co-foreign acquisition with the buyer and target both having US sales or assets.

2. Assume foreign buyer A has sales or assets of $1 billion in the US. Foreign target B has a US sub B-1 that has sales or assets less than $68.2 million.

3. It seems that this transaction is exempt under 802.51(b).

4. The client is apprehensive because 802.51(c) implies that the exemption exists only if the combined sales and assets are less than $150 million. Here, we assume the combined sales or assets to be over $1 billion (even though the target's share is than $68.2 million).

5. However, I understand that 802.51(b) triggers a filing only when the target exceeds the $68.2 million threshold, and that the buyer's sales and assets in the US do not affect the analysis.