0412011 Informal Interpretation

From: (redacted)

Sent: Thursday, December 16, 2004 3:06 PM
To: Verne, B. Michael

Subject: Questionunder (c)(4) and 801.1(a)(2)

Here's aquestion I hadn't encountered before.

(Redacted) is anagency of the State of California that manages retirement funds for stateemployees.

(Redacted) isthe largest investor in a limited partnership and controls that partnership forHSR purposes.

The limitedpartnership acquires a company for more than $50 million and size-of-persontests are met.

I would havesaid: easy case. (Redacted) is off the hook under (c)(4). Anything it acquiresis exempt, even if the acquisition is made through an acquisition vehicle.

But I amtroubled by the parenthetical in 801.1(a)(2) that seems to say that if (redacted)controls a corporation engaged in commerce, acquisitions by thatcorporation might be reportable, and because (redacted) isn't an entity,it can't be the ultimate parent, so the corporation might have to file asthough it were the UPE, even though it's controlled by (redacted).

If myacquisition vehicle in this case were a corporation, would I have to worryabout whether it's a "corporation engaged in commerce" that might bea potential reporting person? Am I saved by the (fortuitous) fact that myacquisition vehicle is in fact a partnership? Or is there an intendeddistinction between a subsidiary or acquisition vehicle formed by a stateagency, and a corporation that is an operating company owned by a state agency?