2212001 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, December 20, 2022 12:27 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Fetterman, Michelle
Subject: 	FW: 802.4 question
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Tuesday, December 20, 2022 12:27:17 PM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: 802.4 question
We agree.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, December 20, 2022 8:13 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: 802.4 question
From:
Sent: Tuesday, December 20, 2022 8:12:47 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 802.4 question
Dear PNO,
I understand that 16 CFR 802.4 exempts an acquisition where the acquired entity’s only asset is a minority interest in a
non-corporate entity (which itself is the holding company of an operating entity). In a situation where the acquired
entity is also the managing member of, and has the authority to manage the operations of, the non-corporate entity in
which it holds the minority interest (and its operating subsidiary), I believe the result should be the same – that is, the
acquisition of shares of the acquired entity would still be exempt since the acquired entity’s only asset is the minority
holding in the non-corporate entity that it manages. Do you agree?
Thank you in advance for your response.
Best regards,
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