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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2005001 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
803.11, 803.12

Response/Comments

The PNO created HSRHelp@ftc.gov to assist filing parties with their substantive questions regarding the HSR rules and to help them determine whether or not a filing is required. This is also the...

2004001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.12

Response/Comments

We do not change the original requests without instruction from the parties, but you can always reiterate your request in the cover letter that accompanies the refiling.
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2004003 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.1(c), Item 4

Response/Comments

1: We do not consider a personal brokerage statement to constitute a regularly prepared balance sheet within the meaning Rule 801.11. 2: You are describing one acquisition under the rules, assuming...
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2003003 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5, Item 2

Response/Comments

You should file with Holdco as the to-be-formed UPE, and indicate that Target will be an LLC at the time of acquisition. We prefer that an individual who is slated to be an officer or director of...
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2003001 Informal Interpretation

Staff:
Vesselina Musick
Rule:
801.14, 803.5

Response/Comments

The parties can notify both acquisitions in a single filing. They have to submit at least a Letter of Intent for the second acquisition along with the executed agreement for the first acquisition...
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2002003 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 7(c)(iv)

Response/Comments

Item 7(c)(iv)(b) requires a list of the establishments of the person filing notification (not its customers), where the person filing notification transacted business generating revenues in an...
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2002006 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
801.1, 801.13

Response/Comments

Question 1: Correct, the thresholds apply to the acquisition of voting securities and not NCI. Question 2: Yes, if buyer is acquiring additional NCI you would aggregate if the NCI already held plus...
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2002004 Informal Interpretation

Staff:
Vesselina Musick
Rule:
802.21

Response/Comments

You must submit a notification for the first acquisition to be consummated after the end of the 5-year window following the expiration of the waiting period for your previous filing. Unless you...
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1911005 Informal Interpretation

Staff:
Timothy Carson
Rule:
803.9

Response/Comments

We disagree. If Buyer is going to cross the $100 million (as adjusted) threshold, Buyer must file for the $100 million (as adjusted) threshold and pay the fee required for crossing the $100 million (...
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2002002 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
802.21

Response/Comments

You have to cross a threshold to take advantage of 802.21. So, your first example works as long as the $50MM threshold (as adjusted) is crossed. Your second example does not work because the $50MM...
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