1310008 Informal Interpretation

From: (Redacted)
Sent: Thursday, October 31, 2013 11:05 AM
To: Verne, B. Michael; Walsh, Kathryn
Subject: 802.51

Mike and Kate,

We have a scenario where a newly formed foreign AIV ("AIV UPE") with no sales/assets is acquiring, through a U.S. LLC, and from a U.S. UPE (U.S. Company A"), i.) assets of U.S. Company A, ii.) assets of Foreign Company B, iii.) assets of Foreign Company C, and iv.) voting securities of Foreign Issuer A ("FI A),and v.) voting securities of Fl B.

Can we take advantage of 802.51 considering that the acquiring entity is a U.S.LLC (100% owned by the Foreign AIV UPE) that is acquiring assets and voting securities from a U.S. UPE (but not the U.S.UPE itself)?

The aggregate sales of 1.) Foreign Company Band Foreign Company C in or into the U.S. are less than $156m, and the aggregate assets of Foreign Company Band Foreign Company C in the U.S. are less than $156m. Also, the aggregate sales of Fl A and Fl B in or into the U.S. are less than $156m but more than $70.9m, and the aggregate assets of Fl A and Fl B in the U.S. are less than $156m. If Fl A and Fl B are exempt by 802.51,then s-o-t would be below $283.6m and s-o-p would not be met.

Considering that AIV UPE is acquiring assets of U.S. Company A (and not U.S. Company A itself), and is separately acquiring from U.S. Company A the assets and voting securities of the foreign entities, in order to determine whether we meet the $156m threshold of 802.51, do we need to aggregate the sales/assets of the Foreign Issuers with the sales/assets of the US and Foreign Companies, or do we treat them separately?