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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1609004 Informal Interpretation

Staff:
Ty Carson
Rule:
Form; DVD Filing

Response/Comments

If filing by DVD: 1. You still have two business days within which to submit original signature pages 2. Do not submit paper versions of copied signature pages, just include PDFs on the DVD, and then...
application/pdf icon 1609004_redacted.pdf (61.86 KB)

1609002 Informal Interpretation

Staff:
Evan Storm
Rule:
802.50; 802.51

Response/Comments

Informal 0307004 is superseded by Premerger Notification Practice Manual (5th ed.) #152. “Sales in or into” are the same for both 802.50 and 802.51.
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1609003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 4(b)

Response/Comments

The change in the instructions for 4b is intended to relieve filers of the burden of providing separate reports for unconsolidated portfolio companies that do not contribute to overlaps, while adding...
application/pdf icon Original Image (63.98 KB)

1608007 Informal Interpretation

Staff:
Diana Gillis
Rule:
Item 4(c); Item 4(d)

Response/Comments

Correct, the 4c/d documents are limited to the backside transaction. Of course, any such documents that also mention the main transaction are still responsive in full.
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1608004 Informal Interpretation

Staff:
Karen Berg
Rule:
801.2; 801.40

Response/Comments

We would view this as a formation; A and B are not disappearing as a result, nor are they becoming subsidiaries of a new parent entity. See Interpretation 211 in the PNPM for discussion of...
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1608003 Informal Interpretation

Staff:
Evan Storm
Rule:
Item 4(b)

Response/Comments

In the case of a natural person who is the Acquired Person, he or she can respond to 4(b) by just providing the annual report or audited financial statement for the acquired entity.
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1608002 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 6

Response/Comments

For Item 6(b), list the 5%-49% holders for the UPE and the acquiring entity only (assuming there is such a thing as a minority holder of a trust). The $10 million threshold that applies to Item 6(a)...
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1607010 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.40; 801.2(f)(3)

Response/Comments

In your hypothetical, health care systems A and B are affiliating and creating a Newco non-profit. Newco will appoint the directors of A and B subsequent to the formation of Newco. At the time of...
application/pdf icon Original Image (64.59 KB)

1607005 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1(d)(2); 803.2(d); Item 5; Item 6; Item 7

Response/Comments

The GP of the UPE is an associate, as well as other entities for which the GP is general partner. The individuals that own the GP are not associates. A Management Company that does not manage...
application/pdf icon Original Image (94.06 KB)

1607004 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10

Response/Comments

If there is a reasonable basis for estimating the contingent portion(s) of the consideration, then the acquisition price can be determined. If, however, the contingent portion(s) is/are too...
application/pdf icon Original Image (57.64 KB)

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