0510018 Informal Interpretation

us-ftc-hsr-informal-interpretations-48ff4f92e522c17dfe7db67402e8d54f0510018 Informal InterpretationGuidance

Open source
Date
Rule
803.9
Staff
Michael Verne
Response/Comments
Yes but C only need one filing listing both A & B as acquiring persons.

Question

From: (redacted)
Sent: Friday, October 28, 2005 9:48 AM
To: Verne,B. Michael
Subject: HSR question

Hello, Mike.Thank you again for your help yesterday with my questions about joint ventures.I would like to check my understanding on a new matter that has arisen.

In thissituation, Company A and Company B jointly control (50% each) a special purposevehicle ("SPV"). The SPV plans to acquire 51 % of the shares ofCompany C.

Provided thatrelevant thresholds are met, it seems to me that Company A and Company B willeach have to file as acquiring persons and pay a filing fee, and Company C willhave to file as an acquiring person twice - one for its acquisition by CompanyA and once for its acquisition by Company B.

Is this correct?


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