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Date
Rule
801.40, 802.4
Staff
Michael Verne
Response/Comments
exempt assets exceeds $65.2 MM then B files. 2. The acquisition price is the fair market value of 55% of the voting securities of Newco (taking into account all of the assets B1 and C1) held by Newco. 3. If the fair market value of B1's non-exempt assets exceeds $65.2MM then C files. 4. The acquisition price is the fair market value of 45% of the voting securities of Newco (taking into account all of the assets B1 and C1) held by Newco. 5. Yes

Question

From: (redacted)
Sent: Thursday, July 16, 2009 3:24 PM
To: Verne, B. Michael

Subject: JVquestion 801.40

Mike the questionIs whether this is a JV filing. Facts

1. B, buyer, sets up Newco (corporation) and contributesits subsidiary B1 to Newco in exchange for 55% of the voting securities.

2. C contributes its subsidiary C1 to Newco In exchangefor the remaining voting securities.

HSR

1. B contribution of B1 to Newco exempt 802.30. If thevalue of C1 is $65.2 million or more an HSR filing required by B unlessotherwise exempt

2. The acquisition price for B would be limited to 55%of the value of C1.

3. C's contribution of, C1 to Newco exempt. 802.30. Ifthe value of B1 is $65.2 million or more an HSR filing required by C unlessother wise exempt

4. The acquisition price for C would be limited to 45%of the value of B1.

5. Is this an 801.40 HSR?

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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