Question
(redacted)
February 7, 1991
Victor Cohen, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Dear Victor:
This is to confirm our conversation regarding the reportability of a transaction under the Hart-Scott-Rodino Rules and the appropriate filing fee that will be incurred in connection with the transaction. The facts are as follows.
Assume that both the size of person test and size of transaction test are met here. Individual X and Company Y each indirectly hold a 50% interest in Partnership Z, which in turn owns 100% of the of the voting securities of Company A. Company A intends to acquire 100% 100% of the voting securities of three companiesCompany B, Company C, and Company D. Individual X indirectly controls companies B, C, and D and is the ultimate parent entity (UPE) of B, C, and D.
Based upon these facts, you confirmed that Individual X is exempt from the Hart-Scott-Rodino reporting requirements as an acquiring UPE under the provisions set forth in 15 U.S.C. 18a(c)(3) and 16 C.F.R. 802.30 (1990). Company Y, however, (assuming that the size of person test is met) must file as an acquiring UPE and Individual X must file as an acquired UPE. Furthermore, since Individual X is exempt from reporting as an acquiring UPE, only one $20,000 filing fee from Company Y is required here.
Please call me immediately if I have any way misunderstood your position in this matter.
Sincerely yours
cc: (redacted)