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Date
Rule
802.4
Staff
Michael Verne
Response/Comments
Company A acquiring partnership B: - 100% interests - look through to underlying assets - minority interest - exempt regardless of underlying assets Partnership B acquiring Company A - minority or controlling interest: look to underlying assets to determine exempt.

Question

From:      (redacted)

To:          "mverne@ftc.gov" <mverne@ftc.gov>

Date:       Wed, Sep 20, 2000 11:29 AM

Subject: HSR follow-up.

Thank you for your advice. Subsequently to our conversation, I learned that both Company a and Partnership B have investments in other homebuilding partnerships or LLCs - all of whose assets would be exempt. Since these are partnership interests, I could not find an exemption. If the value of each of these interests were in excess of $15MM would filing be required, or is there another exemption that would apply. Thanks.

cc: (redacted)

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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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