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Date
Rule
801.11
Staff
Kristin Shaffer
Response/Comments

Yes, the value of the minority stake in Entity B should be included. If the acquisition of Entity C will take place prior to consummation of another acquisition, the revenue and assets of Entity C must be included in the evaluation of whether SOP is met for that other acquisition.

Question

From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, October 3, 2024 3:29:14 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Size-of-Person

[Redacted]

Yes, the value of the minority stake in Entity B should be included. If the acquisition of Entity C will take place prior to consummation of another acquisition, the revenue and assets of Entity C must be included in the evaluation of whether SOP is met for that other acquisition.

Best regards,

Kristin

From: [Redacted]
Sent: Thursday, October 3, 2024 12:52:17 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Size-of-Person

Dear All,

If a non-corporate entity (Entity A) only holds a minority stake in another non-corporate entity (Entity B), does the value of the minority stake in Entity B need to be included in the asset calculation for the purposes of the size-of-person test? (It is understood that Entity A would not need to include Entity B's assets and revenues in the size-of-person calculation).

If Entity A has a pending acquisition of control of Entity C and this acquisition is expected to close next year, does Entity C need to be included in the valuation of assets for the size-of-person test now?

Thank you very much.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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