2410010 Informal Interpretation

-
Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, October 3, 2024 3:29 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: Size-of-Person
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, October 3, 2024 3:29:14 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Size-of-Person
Yes,	the	value of	the minority stake	in Entity	B	should be	included.	If the	acquisition of Entity C	will take	place	prior
to	consummation	of another acquisition,	the	revenue	and	assets	of Entity C must be	included	in the evaluation	of
whether	SOP	is	met for that	other	acquisition.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Thursday, October 3, 2024 12:52:17 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Size-of-Person
Dear	All,
If a	non-corporate	entity (Entity A)	only	holds	a minority stake	in	another non-corporate entity	(Entity	B),	does	the
value	of the minority	stake	in Entity B need to	be	included	in the	asset	calculation for the purposes of the	size-of-
person test? (It	is understood	that	Entity A would	not	need	to include	Entity B's	assets and revenues	in	the	size-of-
person calculation).
If Entity A has	a	pending	acquisition	of control of Entity	C and this acquisition	is expected to close next year, does
Entity C need	to	be	included in the	valuation of	assets	for the	size-of-person test now?
Thank you very much.
1

2