2507003 Informal Interpretation

Question regarding Minority Shareholders or Interest Holders. The instructions provide:

"This section requires the acquired person to report the name, headquarters mailing address, and approximate percentage held by certain minority holders of (1) the acquired entity and (2) any entity directly or indirectly controlled by the acquired entity, but only if such minority holder will continue to hold an interest (whether voting securities or non-corporate interests) in such entity(ies) or will acquire an interest in any entity within the acquiring person as a result of the transaction ….

If the acquired entity or an entity directly or indirectly controlled by the acquired entity is a limited partnership, provide the required information for its (a) its general partner, regardless of the percentage it holds, and (b) its limited partners that …."

Can you confirm the above [bolded] limitation applies to the general partner as well as limited partners. For example, if the GP holds a 1% interest in the Acquired Entity pre-acquisition, and will hold no interest post-acquisition, then the GP’s 1% pre-acquisition interest should not be included in the response to Minority Shareholders or Interest Holders. Excerpt from SBP immediately below:

"Thus, the final rule will require the acquired person to only identify minority holders of 5% or more if such holder will continue to be invested in the target or will acquire an interest in an entity within the acquiring person."