17011004 Informal Interpretation



Kristin Shaffer


We agree.

Best regards,




We agree.

Best regards,



From: [Redacted]

Sent: Tuesday, November 21, 2017 9:38:21 PM

To: [Redacted]

Cc: Berg, Karen E.; Whitehead, Nora; Walsh, Kathryn E.; Gillis, Diana L.

Subject: HSR Reportability Question

Hi all,

Apologies for the request right before the Thanksgiving holiday, but we were hoping to get your view before Friday, November 24.

We want to confirm that our interpretation of the sale of an asset located outside of U.S. territorial waters is not reportable for HSR purposes when it satisfies the 802.50 exemption:

Company A intends to sell Asset X (Company A’s interest in a platform used for oil and gas handling) to Company B.

Asset X is located outside of U.S. territorial waters (i.e., beyond 12 nautical miles from the U.S. coast). However, we understand that it is located in an exclusive economic zone that provides the US certain rights regarding the use of marine resources. No portion of Asset X extends into U.S. territorial waters and owners of Asset X are compensated on a tariff basis for product transported through Asset X. Asset X transports product via a lateral to another platform located outside of U.S. territorial waters and owned by a non‐party, which then transports the product via a pipeline (also owned by a non‐party) into U.S. territorial waters.

According to Informal Interpretation 1204004, only assets located within the U.S. territorial waters are considered to be U.S. assets. As a result, we believe Asset X would be considered a foreign asset for purposes of the HSR Act.

Therefore, under Section 802.50, the acquisition of Asset X would be exempt from reporting under the HSR Act because the interest Company B (the acquirer) would hold in Asset X generated less than $80.8 million sales in or into the U.S. in its last fiscal year.

Thanks very much,


About 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.

Learn more about Informal Interpretations.