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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1908001 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, 803.1

Response/Comments

An acquiring person must make an HSR filing for a pending transaction. The acquiring person reports revenues in various industries, but the transaction has the following overlaps: 311119 Other Animal...
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1907001 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.2, 803.9

Response/Comments

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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1907002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
803.5

Response/Comments

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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1907007 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.7

Response/Comments

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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1907003 Informal Interpretation

Staff:
Karen Berg
Rule:
801.10

Response/Comments

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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1906008 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, Item 4

Response/Comments

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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1906003 Informal Interpretation

Staff:
Anne Six
Rule:
803.5

Response/Comments

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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1906005 Informal Interpretation

Staff:
Timothy Carson
Rule:
803.5, 801.1

Response/Comments

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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1906009 Informal Interpretation

Staff:
Anne Six
Rule:
803.12, 803.11

Response/Comments

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 HSRHelp@ftc.gov and premerger@usdoj.gov )...
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1906013 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, Item 7

Response/Comments

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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1906001 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.11

Response/Comments

It is correct to exclude the value of cash capital commitments from the 801.11(e) calculation for a new private equity fund that is its own UPE and that will have no ordinary course balance sheet and...
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