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Date
Rule
802.4
Staff
Michael Verne
Response/Comments
You would be looking at all of the assets of the LLC and any other entities it controls. Exempt assets do not reduce the size of transaction in an acquisition of partnership interests, but are used to determine whether the acquisition is exempt under 802.4.

Question

From: (redacted)
Sent: Wednesday, September 07, 2005 4:31 PM
To: Verne,B. Michael
Subject: HSR question

I have a question for you, the answer to which I am havingdifficulty finding in the informal interpretations.

Hypothetical:

Company A is acquiring Company B, an LLC the assets of whichinclude some assets that would be exempt (foreign assets w/ us sales < $53.1mill, etc.). Do I understand correctly that we are able to look to the assetsof the LLC and carve out the exempt assets for purposes of determining the sizeof the transaction?

Now take it down one more level: the LLC is comprised of multiplelimited partnerships, the assets of some of which would be exempt. Do welikewise look to the assets of these partnerships, carve out the exempt assetswith respect to the partnerships? Or are we looking at the assets of the LLCbeing the limited partnership interests, without consideration of assets withinthese partnerships?

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.

Learn more about Informal Interpretations.

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