1005001 Informal Interpretation

801.13(c)(1) requires aggregation of the non-corporate interests already held with the non-corporate interests that are being acquired. It doesn't matter whether the acquisition is direct or indirect. The letter you reference is using some bizarre non-HSR math to determine the percentages held in the lowest level LLC. If you look at the schematic on the original image of the letter you can see that Investment Partnership holds nothing but minority interests in two LLCs, so nothing below those LLCs is held as a result of the acquisition. Also, using the proper HSR math you can see that U PE of Acquiror already holds 70% of the lowest level LLC, so even if it was acquiring additional interests in that LLC (which it is not), the transaction would be exempt under 802.30. I think my note, concurred with by Nancy, was written before we had all of the facts because some of the percentages in the schematic are in my handwriting.