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Date
Rule
802.50
Staff
B. Michael Verne
Response/Comments
Advised that in the above scenario, both the US and foreign assets would be held as a result of the acquisition. The sales attributable to the U.S. assets are irrelevant to the analysis.

Question

From: (redacted)

To: Michael Verne

Date: 5/13/02 8:29AM

Subject: New Foreign filing requirements

Mike:

I have a deal where the foreign buyer is acquiring assets from a foreign company and the assets are located both in the US and abroad. Let's assume it is a division of a company that is being purchased. Would I look at this as two separate transactions -- one based on US assets and the other on the foreign assets for purposes of determining the nexus to US test. Let's assume that the US assts generate less than $50 million in sales and that the foreign assets generate more than $50 in US sales. Would you the reportable deal include the US based assets or just the foreign assets?

About Informal Interpretations

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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