Each of A and B would determine its acquisition price for 50% of the NCIs of the target in accordance with 801.10(d), and determine its fee accordingly.
Question
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Wednesday, February 16, 2022 9:50:50 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: RE: Question re filing fee
Each of A and B would determine its acquisition price for 50% of the NCIs of the target in accordance with 801.10(d), and determine its fee accordingly.
From: [Redacted]
Sent: Wednesday, February 16, 2022 8:51:52 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Question re filing fee
Dear PNO,
We have a transaction in which two separate UPEs (A and B) are each acquiring 50% of the non-corporate interests of target (C), 49% directly and the remaining 1% by acquiring C's general partner through a joint acquisition vehicle (AB Vehicle). A and B are both UPEs of AB Vehicle. A and B are submitting separate acquiring person HSR filings (please confirm that is necessary). For such filings, A and B will each need to pay separate HSR filing fees per 803.9. The total size of the transaction for 100% of the interests in C exceeds the highest filing fee threshold, but 50% of the total value of the target falls within the $125k filing fee threshold. If A and B were each acquiring 50% of the non-corporate interests of target C directly, each of A and B would pay the $125k filing fee. Although A and B are using a jointly-controlled vehicle to acquire the 1% interest in C held by C's general partner, we do not see that as materially different. As such, we think A and B should each still pay the $125k filing fee based on the value of the 50% interest in C that each will hold as a result of the transaction. Could you please confirm? Thank you.