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Date
Rule
802.30
Staff
Michael Verne
Response/Comments
B's acquisition of the business contributed by A, through its 50% ownership of the JV is reportable. 802.30 is not applicable to B because it is an acquiring person but not an acquired person.

Question

From:

(Redacted)

Sent:

Tuesday, February 14, 2012 4:28 PM

To:

Verne, B. Michael

Cc:

(Redacted)

Subject:

HSR Question Regarding Acquisition by JV

Mike,

Please could you let usknow your view on whether the following acquisition is reportable?

A and Bare 50/50 partnersin a JV. A is selling its X business to the JV, and will remain a 50% holder ofthe JV.

Is the acquisition by theJV exempt as an intra-person transaction as a result of A's control of the JV?Or is B viewed as a separate acquiring person of X, and its acquisitiontherefore reportable?

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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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