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Date
Rule
802.51, 801.11
Staff
Michael Verne
Response/Comments
but you might possibly be exempt under 802.51(c) if the combined US sales and US assets of both parties do not exceed $150.1 million.

Question

From:

(Redacted)

Sent:

Wednesday, January 09, 2013 11:40 AM

To:

Verne, B. Michael

Subject:

Quick question

Mike-Hope all is well. In an acquisition by a foreign UPE of a foreign UPE thatdoes not quality for an 802.51 exemption, if the deal is below $200 million sothat size of person test still applies, and the target UPE is not engaged inmanufacturing and has over $10 million in assets or $100 million in sales(adjusted) worldwide, but less than that $10 million in assets and less than$100 million in sales in the U.S., can we look only at the U.S. sales/assets ofthe target for the purpose of concluding that the seller does not meet the sizeof person test?

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