Question
From:
Redacted
Sent:
Wednesday, July 14, 2010 10:22 AM
To:
Verne, B. Michael
Subject: RE:Aggregation
I have anotheraggregation scenario:
Acquisition of 20% ofthe interests in A LLC and 20% of the voting securities of B Corp. The UPE of ALLC and B Corp is C. A LLC has more than $63.4 million of US assets and B Corphas no US assets and its foreign assets do not generate sales in or into the US. For purposes of 802.4, would you include the US assets of A LLC? I assume the answer isno because Rule 801.13(c)(2) provides that "An acquisition of noncorporateinterests which does not confer control of the unincorporated entity is notaggregated with any other assets or voting securities which have been or arecurrently being acquired from the same acquired person."
From:
"Verne, B. Michael" <MVERNE@ftc.gov>
To:
Redacted
Date:
07/14/201009:40 AM
Subject:
RE: Aggregation
Yes -under 801.14 which requires aggregationof "all voting securities of the acquired person".
From: Redacted
Sent: Tuesday, July 13, 2010 4:27 PM
To: Verne, B. Michael
Subject: Aggregation
Mike,
In an acquisitionof voting securities (minority interests) in several issuers that have the sameUPE, do we have to.