2404001 Informal Interpretation

Sheinberg, Samuel I.
From:
Sent:
To:
Subject:
HSRHelp
Wednesday, April 17, 2024 10:40 AM
Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.;
Six, Anne; Whitehead, Nora; Burton, June; Larson, Peter
FW : Question Regarding SOP Calculations for Natural Person UPE
From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Wednesday, April 17, 2024 10:39:38 AM (UTC-05:00) Eastern nme (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>;
Subject: RE: Question Regarding SOP Calculations for Natural Person UPE
Section 801.ll(d) only applies to assets that a natural person holds directly. Hence, the assets of the LLC entity, as
shown on the last regularly-prepared balance sheet produced within the 15 months prior to filing, should also be
included for purposes of calculating the SOP.
Michelle Fetterman
Staff Attorney
Premerger Notification Office
Federal Trade Commission
From:
Sent: Friday, April 12, 2024 4:41:47 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc:
Subject: Question Regarding SOP Calculations for Natural Person UPE
Dear PNO:
I have a question about calculating the SOP where the UPE is a natural person that hasn't come up for me before.
Our UPE controls two entities for HSR purposes. One of the two entities is the target entity (non-manufacturing) in a
potential transaction, so obviously the assets of this target entity as shown on the last regularly-prepared balance sheet
will be included for purposes of calculating the SOP.
The other entity, however, is an LLC that holds farm property owned by the UPE that does not produce income,
including a personal residence, barn, some personal vehicles, and a tractor used to maintain the farmland. Because none
of the property held by the LLC produces income (and is not held by the UPE for the purposes of holding income) does it
get excluded for purposes of calculating the SOP, or do just those items clearly delineated in 801.ll(d) get excluded (i.e.,
the personal residence and personal vehicles)?
Thanks very much, and have a wonderful weekend.
1111