1707002 Informal Interpretation

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Haynes, Lanea
Subject: 	FW: Size of Transaction
From: Carson, Timothy
Sent: Thursday, July 20, 2017 3:58 PM
To:
Cc: Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Kristin; Storm, Evan; Gillis, Diana L.; Whitehead, Nora
Subject: RE: Size of Transaction
Yes, the UPE of Company A may make a single filing for this transaction including information that covers both acquired
persons, and the UPE of Company A may pay a single filing fee.
Timothy (Ty) Carson
Bureau of Competition
Federal Trade Commission
400 7 th Street, SW
Washington, DC 20024
202.326.2627
tcarson@ftc.gov
From:
Sent: Wednesday, July 19, 2017 6:25 PM
To: Storm, Evan
Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Whitehead, Nora; Walsh, Kathryn E.
Subject: RE: Size of Transaction
Evan,
Thank you. In this scenario would Company A make a single filing with information that includes both acquired persons
and pay a single filing fee?
From: Storm, Evan [mailto:estorm@ftc.gov]
Sent: Wednesday, July 19, 2017 10:24 AM
To:

2
Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Whitehead, Nora; Walsh, Kathryn E.
Subject: RE: Size of Transaction
The two natural persons control both Company B (and its assets), and the land on which Company B
operates. Therefore, we view this as a $125 million transaction. Both natural person UPEs, as acquired persons, will be
required to submit filings for this transaction.
Regards
Evan
From:
Sent: Wednesday, July 19, 2017 9:33 AM
To: Walsh, Kathryn E.
Cc: Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Storm, Evan; Whitehead, Nora
Subject: Size of Transaction
Dear Ms. Walsh:
I am writing to seek guidance to help determine whether we will have an HSR filing obligation for the asset transaction
described below.
Company A is acquiring all of the assets of Company B. Company B is owned 50‐50 by two natural persons and therefore
has two UPEs.
In addition, Company A is acquiring the land on which Company B operates but which is not owned by Company B. In
fact, each of the two UPEs of Company B owns a 50% undivided interest in the land.
The purchase price for the assets owned by Company B is approximately $75 million.
The purchase price for the land owned by the two UPEs is approximately $50 million.
My question is, since assets aren’t “controlled” like an entity is, and therefore the UPEs of Company B do not “control”
those assets, is it correct to exclude the value of the land from the overall value of the transaction?
Thank you.