2202002 Informal Interpretation

Sheinberg, Samuel I.
From: HSRHelp
Sent: Friday, February 4, 2022 4:05 PM
To:
Subject:
Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora
FW: Question about multiple transactions
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Friday, February 4, 2022 4:04:33 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: e p < e p c.gov>
Subject: RE: Question about multiple transactions
It appears that Band Deach have the right to 75% and 25% of the profits/ assets upon dissolution of C, respectively. If
that is indeed the case, then Bis the UPE of C and the acquired person, while Dis only a minority interest holder and is
not an acquired person. It also appears that the two acquisitions you describe represent two steps of a transaction in
which A seeks to acquire all of the non-corporate interests of C from their different holders. In that case, the value of the
interests that A would hold as a result of the transaction would be $200 million.
Kind regards.
Vesselina Musick
Attorney I Federal Trade Commission I Premerger Notification Office
Direct +1 202.326.2307 j Email: vmusick@ftc.gov I www.ftc.gov
From:
Sent: n ay, e ruary , -05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Question about multiple transactions
Good morning.
I anticipate making a filing soon and had a question about how to address this situation.
• Company A entered into a Membership Interest Purchase Agreement (the "MIPA") with Company Bto acquire
75% of the non-corporate interests of Company C for approximately $150 million.
• At the same time, Company A entered into a Share Purchase Agreement (the "SPA") with Company Dby which it
will acquire the remaining 25% of the non-corporate interests of Company C for approximately $50 million.
In submitting the filing, I believe it is appropriate to (1) identify both Company Band Company Das acquired persons in
Item 2(a) while noting Company Dis non-reportable since the SPA is below the size of transaction threshold, (2) report
the value of interests to be held as a result of the acquisition in Item 2(d)(vii) as $150 million, and (3) pay a filing fee of
$45,000 since the size of the reportable transaction would be $150 million. The parties would also describe the SPA in
the transaction description and submit a copy of that agreement so you would have a complete picture. Is that the
appropriate way to address this situation?
Thanks,
1