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Date
Rule
803.9
Staff
Michael Verne
Response/Comments
Yes but C only need one filing listing both A & B as acquiring persons.

Question

From: (redacted)
Sent: Friday, October 28, 2005 9:48 AM
To: Verne,B. Michael
Subject: HSR question

Hello, Mike.Thank you again for your help yesterday with my questions about joint ventures.I would like to check my understanding on a new matter that has arisen.

In thissituation, Company A and Company B jointly control (50% each) a special purposevehicle ("SPV"). The SPV plans to acquire 51 % of the shares ofCompany C.

Provided thatrelevant thresholds are met, it seems to me that Company A and Company B willeach have to file as acquiring persons and pay a filing fee, and Company C willhave to file as an acquiring person twice - one for its acquisition by CompanyA and once for its acquisition by Company B.

Is this correct?

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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