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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2106002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.1, 802.5

Response/Comments

The acquisition of the advisor would only be exempt if the advisor only provides services to REITs within the same Person. If that is not assured, we recommend filing.

2106001 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.2(g)

Response/Comments

We agree your analysis, except for water rights. If they are being separately acquired (i.e., the rights need not run with the land and are separately acquired), then 802.2(g) would not apply. “...

2106003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.63, 801.10

Response/Comments

We agree that the real property and equipment that is subject to the lease financing would be exempt under 802.63. However, any assets that are not subject to the lease financing and are not...

2106005 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
801.11, Item 4(b)

Response/Comments

If these are how the financials are made in ordinary course, then this is fine. Yes, you can stipulate that the UPE meets the SOP test. Yes, each UPE can submit its own form.

2105003 Informal Interpretation

Staff:
Vesselina Musick
Rule:
802.51

Response/Comments

You have to look at assets/sales of the acquired and acquiring person at closing. If you think there is a credible chance that the exemption will not apply by closing, you should file to be safe or...

2105001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.2

Response/Comments

As long as the leased property is not adjacent to or used in conjunction with real property that is not unproductive real property and is included in the acquisition, we agree.

2105010 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
802.50, 801.10

Response/Comments

Your analysis is accurate. However, for goodwill we have a more recent interpretation, see the link below. Please use this guidance for allocating goodwill. https://www.ftc.gov/enforcement/premerger-...

2104003 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.20

Response/Comments

As you are in possession of all the facts related to this analysis, you will have to make the call on instrumentality and be prepared to defend it if the agency investigates. We note that we think it...

2104001 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5(a)

Response/Comments

Report in Item 5a revenues from services rendered in the US, as well as revenues from any US establishment that booked those services. Report the entire year’s revenues for the entity acquired in...

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