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.