We agree.
Question
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Tuesday, December 20, 2022 12:27:17 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 802.4 question
We agree.
From: [Redacted]
Sent: Tuesday, December 20, 2022 8:12:47 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 802.4 question
Dear PNO,
I understand that 16 CFR 802.4 exempts an acquisition where the acquired entity’s only asset is a minority interest in a non-corporate entity (which itself is the holding company of an operating entity). In a situation where the acquired entity is also the managing member of, and has the authority to manage the operations of, the non-corporate entity in which it holds the minority interest (and its operating subsidiary), I believe the result should be the same – that is, the acquisition of shares of the acquired entity would still be exempt since the acquired entity’s only asset is the minority holding in the non-corporate entity that it manages. Do you agree?
Thank you in advance for your response.