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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Rule
801.10
You cannot deduct the repayment of debt in an asset acquisition. This is the case regardless of whether the target has secured the debt.
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Date
Rule
Item 4(c)
Yes, this is still the FTC’s position. Material unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board...
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(106.81 KB)
Date
Rule
802.9
Under these facts, 802.9 doesn’t apply. If the client begins to accumulate shares, it will have to file before it crosses a statutory size of transaction threshold, assuming the other statutory tests...
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Rule
802.50, 802.51
"Sales” means annual net sales for purposes of 802.50 and 802.51.
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Date
Rule
801.10
If the cash infusion is consideration for the sale of B to A, then the amount should be included in the size of transaction.
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Rule
801.2, 803.9
Responses below corresponding to your questions: 1. Yes, but it generally avoids errors and confusion to submit a form for each UPE in this type of scenario 2. One filing fee is due on these facts 3...
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(81.95 KB)
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Rule
803.5
The proposed acquisition you describe necessitates a new filing (with the appropriate fee), not an amendment. It would be helpful to reference the prior filing in either an end note or in the text of...
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(96.19 KB)
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Rule
803.7
Thanks for your patience – we’ve given your question a lot of thought. You’ll be making a filing here, and that will trigger 803.7’s one-year timeframe. We think that any option exercised beyond that...
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(87.63 KB)
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Rule
801.10
Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.
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(96.46 KB)
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Rule
802.4
Goodwill should be allocated according to sales (in/into versus outside the US). So if 80% of Y’s sales were US sales, 80% of its goodwill is a US asset.
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801.10
You must look at the acquisition price at the time of closing.
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Rule
801.1(f)
We agree with your analysis.
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(110.43 KB)
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Rule
Item 5, Item 4
Yes, you can allocate the revenue and please provide and endnote to explain. You are correct that this is still our position with respect to text messages.
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(83.23 KB)
Date
Rule
803.5
Your formulation is fine but we would also like to see it specified in the affidavit that the entity of the individual signing is authorized to do so on behalf of the filing person: “I am [Name]...
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(82.7 KB)
Date
Rule
803.5, 801.1
1) One form is fine as long as you provide all the necessary information for each UPE. 2) An officer or director of the filing entity can sign and attest to the good faith intent of both UPEs...
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(76.23 KB)
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Rule
Item 5, Bankruptcy
No notice is required. Respond to the overlap section to the best of the filer’s knowledge and belief.
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Rule
801.1(b)
We think the Trust is the UPE.
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(81.5 KB)
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Rule
803.12, 803.11
Yes, a party may request early termination at any time. The request must be made to both the PNO and the DOJ. Either a hard copy letter or an email (to premerger@ftc.gov and premerger@usdoj.gov )...
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(108.76 KB)
Date
Rule
Item 5, Item 7
You are correct about the non-manufacturing codes. There is no de minimus threshold for manufacturing codes. Remember, you still have to report any overlaps in item 7. It is helpful in our review to...
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(135.37 KB)
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