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Date
Rule
803.9 – 801.4
Staff
Michael Verne
Response/Comments
C’s value cannot be excluded from the total value of B. Two fees and filings are required. $125,000 for a acquiring B. & $45,000 for A ACQUIRING C. N. OVUKA AGREES

Question

Date: 3/8/01
Subject: hypothetical

A acquires all of the voting securities of B for $101 million. One of B's assets is a 45% interest in C, which is valued at $55 million. A's secondary acquisition of C is reportable:. Do I have to double count in order to determine whether A's acquisition of B is reportable? I can see three possible outcomes: (1) not reportable since control of B is worth less than $50 million after you report the secondary acquisition, (2) reportable but valued at the minimum for filing fee purposes, in order to avoid double counting, or (3) pay up or else.

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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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