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Date
Rule
802.50, 802.51
Staff
Michael Verne
Response/Comments
agree 2- Correct - aggregate US sales across all foreign assets, but not with sales of US assets 3 - Neither - it is treated as an acquisition of non-corporate interests. Using 802.4 you look through to the underlying assets and apply 802.50 to the foreign assets. If they have US sales of less than $59.8 MM and the remaining US assets have a fair market value of less than $59.8 MM, the acquisition is exempt under 802.4.

Question

From:(redacted)

Sent:Friday, March 02, 2007 7:38 AM

To:Verne, B. Michael

Subject:Acquisition of foreign v/s, assets, LLC

HiMike,

Glad to see you regained light! In this transaction thebuyer will acquire a business line from the seller, it will be in one of thefollowing forms:

1.All assets

2.Assets and voting securities

3.Assets, voting securities and membershipinterest in non-corporate entities

Thismay not be determined until shortly before closing. It is an acquisition of USand foreign assets/v/s or entities by a foreign entity.

Mythoughts:

1.Acquisition of v/s of a foreign issuer -To the extent it is structured as an acquisition of voting securities 802.51would apply and if the entity has less than 59.8 million of US assets or lessthan 59.8 million or sales in or into the US that piece would be exempt from the HSR.

2.Acquisition of foreign assets - To theextent it is structured as an acquisition of assets 802.50 would apply and ifboth parties are not foreign if the assets do not generate sales in or into theUSof 59.8 million they are exempt. To the extent they are both foreign look to802.50(b). Are assets from all foreign jurisdictions aggregated for this? Forexample, if there are acquired assets in Korea, Brazil and Mexico they would be aggregated? I assume they are notaggregated with assets located in the US.

3. Acquisition of non-corporate interest - Would these be treated as v/s orassets?

If theparties do not determine the exact structure of the transaction prior to filingto the extent it is not determined would they be treated as asset acquisitions?

Manythanks as always for your guidance.

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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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