1112002 Informal Interpretation

From: (Redacted)
Sent: Wednesday, June 16, 2010 4:32 PM
To: Verne, B. Michael
Subject: Request for informal interpretation

Mike: I need to invokeyour assistance in connection with the following question:

Fund A, a limitedpartnership that is majority controlled by a state agency, has previously completedan exempt acquisition of a majority ownership in a corporation that is engagedin commerce.

Fund B, another limitedpartnership that is majority controlled by the same state agency, haspreviously completed an exempt acquisition of a majority ownership in anothercorporation that is also engaged in commerce.

Thus, both funds, andboth corporations respectively controlled by the funds, are indirectlycontrolled by the state agency.

Fund A and Fund B nowwish to combine the corporations which they separately control. The stateagency will retain(indirectly)majority ownership of the resulting combinedentity. Can the funds rely upon either 7A(c)(4) and 801.1(a)(2), or theintraperson exemption in 802.30(a), as a basis for not filing HSR Act notificationfor such combination?

let me know if you needadditional facts. As always, thanks for your help.

From: Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent: Thursday, June 17, 2010 8:48 AM
To: (Redacted)
RE: Request for informal interpretation

I don't think 7A(c)(4) is going to work because this is a consolidation,and A and B are deemed to be acquiring each other for HSR purposes. So notransfer to or from the state agency. 802.30(a) isn't going to work eitherbecause the state agency is not an entity, therefore it cannot be the ultimateparent entity of either A or B. So the state agency can't be either theacquiring or acquired person.