Question
From:(redacted)
Sent:Wednesday, September 20, 2006 2:19 PM
To:Verne, B. Michael
Subject:HSR question
A, B and C are partners in a partnership and hold25%, 25% and 50% interests respectively.
Thepartnership will distribute certain assets to C, whose interest in thepartnership will be reduced from 50% to 20%. The interests of A and B willtherefore increase to 40% each.
Hasthe partnership made a potentially reportable acquisition of its own remainingassets?
I would say no, the partnership has not made anyacquisition, much less a potentially reportable acquisition, even though as aresult of the distribution, control of the partnership has shifted from C backto the partnership itself.
Whatis your thought?
Is the answer the same if the distribution to C buysout C's entire interest, and A and B therefore each increase to 50%?
Again, I would say that neither A nor B has made anacquisition, although each now controls the partnership.