Question
July 3, 2007
VIA ELECTRONIC MAIL
Kathryn E. Walsh, Esq.
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D. C. 20580
Dear Ms. Walsh:
I am writing to confirm the advicethat you kindly provided in our telephone conversation of June 28, 2007.
The relevant factsare as follows: Company A and Company B are equal (50%) partners in a jointventure organized in the form of a limited liability corporation("LLC"). No premerger notification was required or filed with respectto that joint venture.
Company A proposes to acquireadditional interests in LLC in exchange for a contribution of assets or votingsecurities or interests in another entity. It is possible that the value ofCompany A's present interests in LLC together with the to-be-acquired interestswill exceed $59.8 million. Following the transaction, Company A will hold morethan 50% of the interests in LLC and will exercise control of its affairs.
In our telephone conversation you stated that Company A isthe acquiring person and, because its 50% ownership LLC is deemed to be controlof LLC under 801.1 (b)(1)(ii) of the HSR Rules, it is also the acquiredperson one of the acquired persons.Accordingly, this is an intraperson transaction, that is, a transaction inwhich the same person controls both the buyer and the seller. Such transactionsare exempt under 802.30 of the Rules and a premerger notification and reportneed not be filed in connection with the proposed transaction.
I would very much appreciate yourconfirming the above advice and thank you very much for your assistance.