2409004 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, September 12, 2024 8:26 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.;
Six, Anne; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: HSR Filing Question
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Thursday, September 12, 2024 8:25:46 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR Filing Question
Yes, an intraperson transfer. As long as JV 1 and JV2 are each controlled (for HSR purposes) by each of A and B, no filing
is required for the acquisition of any additional interests of JV1 or JV2. It does not make a difference what is being
transferred.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Wednesday, September 11, 2024 9:20 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW: HSR Filing Question
From:
Sent: Wednesday, September 11, 2024 9:20:00 PM (UTC-05:00) Eastern Time (US & Canada)
To: Whitehead, Nora <nwhitehead@ftc.gov>
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR Filing Question
Hi Nora,
Thanks so much for your quick and helpful response. I apologize for following up, but I have two more questions:
1. 	Is the transaction described in my initial email an intraperson transfer (noting that you cited 16 CFR 801.1(b))?
Or is there another reason the transaction is exempt?
2. 	Does it make a difference if only one entity is transferring equipment? Specifically,
As part of the unwinding, Company A, which currently owns 50% of the shares of JV1, is buying the other 50% of
the shares and assets of JV1 from Company B. Company B, which owns 50% of the shares of JV2, is purchasing
the other 50% from Company A (but is not purchasing any assets).
Thanks again for your help.
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Wednesday, September 11, 2024 3:51 PM
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To:
Cc : HSRHe lp <HSR Help@ftc.gov>
Subject: RE: HSR Filing Question
CAUTION: 	EXTERNAL EMAIL
Assum i ng each of JV l and JV 2 is currently jo i nt ly contro lled by Companies A and B wi th in the meaning of 16 CFR
801.l (b), we see no HSR reportable acquisit ions based on the facts given.
From : HSRHelp <HSRHelp@ftc.gov>
Se nt: Wednesday, September 11, 2024 2:31 PM
To: Walsh , Kathryn E. <kwalsh@ftc.gov>; Berg, Ka ren E. <KBERG@ftc .gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Wh itehead,
Nora <nwh itehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson,
Peter <plarson@ftc.gov>
Subject: FW : HSR Filing Question
From:
Sent: Wednesday, Se ptember 11 , 2024 2:30:54 PM ( UTC-05:00) Eastern Time ( US & Canada)
To: HSRHe lp < HSRHelp@ftc.gov>
Subject: HSR Filing Question
Good afternoon,
I am writ ing w ith an HSR fi ling question .
Two compani es - Company A and Company B (one of w hi ch is in the U.S. )- are unwinding t wo jo i nt ventures entit i es ,
whi ch I'll ca ll JVl and JV 2. The JV ent it ies w ere estab li shed outside the U.S.
As part of the unwinding, Company A, w hi ch cur r ent ly ow ns 50% of the shares of JV l , is buying t he other 50% of the
shares and assets of JV l from Company B. Company B, whi ch ow ns 50% of the shares of JV 2, is purchasing the other 50%
of t he shar es and assets of JV 2 from Company A.
Assuming that the si ze of transaction an d si ze of person tests, as appli ca ble, are met wi th respect to each of the
situat ions described above, is an HSR filing required?
Please let me know if I should ca ll to di scuss or you need addit ional i nformat ion.
Thank you very much for y our help.
Best,
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