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Date
Rule
802.4
Staff
Nancy M. Ovuka
Response/Comments
6/23 Confirmed advice by phone. Position only applies to minority interest, and not if it results in 100% of the LP interests. If issuer holds a majority interest in an LP, the value of the underlying assets would need to be calculated. If nonexempt assets exceed $50 MM & price of v/s exceeds $50 MM, then a filing would be required.

Question

From:(Redacted)
To:FTC.SERIUS (Novuka@ftc.gov)
Date: 6/21/02 4:53PM
Subject: HSR analysis

Dear Nancy,

This will confirm our conversation in which you informed us that Company A's acquisition of 100% of the voting securities of Company B, where Company B's only asset is a 30% interest in Partnership C, is not reportable under the Act. You explained that the Premerger Notification Office ("PNO") now takes the position that an acquisition of 100% of the voting securities of an issuer whose only asset is a minority interest in a partnership is not reportable even if the purchase price of the voting securities is greater than $50 million. I would be most grateful if you would confirm by return e-mail that I have accurately stated the position of the PNO. Thank you.

Best Regards,

(Redacted)

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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