0904005 Informal Interpretation

This is one instance where 802.4 might exempt the transaction even if 802.51 does not. Under 802.51, all of the US sales and US assets of the Delaware sub (along with any sales into the US and US assets of the two foreign subs) are attributed to the parent. So if either US sales or US assets exceed $65.2 million, 802.51 would not exempt the transaction. Under 802.4, you look through all of the subs to their underlying assets. If all of the foreign assets have in aggregate less than $65.2 million in sales into the US, they can be excluded from the 802.4 analysis. If then the remaining US assets have a fair market value of less than $65.2 million, the acquisition of the parent is exempt under 802.4. I'm attaching a tip sheet that walks through this analysis. http://www.fic.gov/bc/hsr/802 4tipsheet.shtm