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Date

Tags:

Rule
801.1
Staff
Michael Verne
Response/Comments
Agree that the FCPRs are not entities for HSR purposes and therefore cannot control anything or be controlled, so the LuxCo would be its own UPE. KW concurs.

Question

From: (Redacted)
Sent Wednesday, June 25, 2014 10:11AM
To: Verne, B. Michael Walsh, Kathryn E.
Cc: (Redacted)
Subject: HSR UPE Question

Dear Mike and Kathryn,

I have a very brief UPE related question I was hoping you could provide guidance on.

Facts: A client will use two Fonds Communs de Placement a Risques (FCPRs)-Fund A and Fund B- to fund a new LuxCo, which will control a new acquiring entity.

Based on my understanding of a FCPR as a French regulated mutual fund managed by an investment company, my assumption is that I should treat the FCPRs similar to a PE Fund, in that the FCPRs, in and of themselves, are not entities as defined by the HSR regulations with the ability to control another entity. Therefore, in my factual situation, so long as no investors control either Fund A or Fund B, and would hence lack sufficient control over LuxCo, the UPE would be the new LuxCo.

 

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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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