1208002 Informal Interpretation

From:

(Redacted)

Sent:

To:

Friday, August 24, 2012 3:32 PM Johnson, Janice C.

Subject:

Foreign exemption

Janice

Iwould appreciate your view on whether a transaction is exempt from a filing.

1. Thisis a foreign-co-foreign acquisition with the buyer and target both having USsales or assets.

2. Assume foreign buyer A has sales or assets of $1 billionin the US. Foreign target B has a US sub B-1 that has sales or assets less than$68.2 million.

3. It seems that this transaction is exempt under 802.51(b).

4. The client is apprehensive because 802.51(c) implies thatthe exemption exists only if the combined sales and assets are less than $150million. Here, we assume the combined sales or assets to be over $1 billion(even though the target's share is than $68.2 million).

5. However, I understand that 802.51(b)triggers a filing only when the target exceeds the $68.2 million threshold, andthat the buyer's sales and assets in the US do not affect the analysis.