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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16120002 Informal Interpretation

Staff:
Ty Carson
Rule:
801.1, 803.9

Response/Comments

The facts you describe represent two reportable transactions. The Seller UPE must provide a separate filing for each of the transactions: (1) PE Fund A to acquire Target as it exists without Target...

16110006 Informal Interpretation

Staff:
Ty Carson
Rule:
801.10; Cash Tender Offer

Response/Comments

If the Acquiring Person will acquire 50% or more of the voting securities of Target via the cash tender offer portion of the acquisition (i.e., will obtain control via voting securities purchased...

16110007 Informal Interpretation

Staff:
Nora Whitehead
Rule:
801.1(f)(1)(ii)

Response/Comments

There is no general exemption for agricultural co-ops. An acquisition of co-op interests is to be treated as an acquisition of non-corporate interests.

16110005 Informal Interpretation

Staff:
Nora Whitehead
Rule:
803.10; 803.6

Response/Comments

The 15-day waiting period would not apply to this foreign bankruptcy (and Interp. 230 in the premerger practice manual would be inapplicable). Because this is not a US bankruptcy under Section 363(b...

1610008 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 4(b)

Response/Comments

If the UPE and Acquired Entity are operating companies, you do not need to provide financials for their consolidated subsidiaries. However, the financials for unconsolidated subsidiaries that derive...

1610002 Informal Interpretation

Staff:
Kate Walsh
Rule:
Item 4

Response/Comments

"Officers" include any individual holding a position that is appointed by the board of directors or identified in the company's articles of incorporation or bylaws. Where the bylaws provide that...

1610001 Informal Interpretation

Staff:
Ty Carson
Rule:
Item 5, Item 7

Response/Comments

For Item 5, it is not necessary to provide aggregate revenue at the 6-digit code level for 10-digit manufacturing codes. If there is a 10-digit code overlap, check the overlap box in Item 5. If there...

1609007 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.40, consolidation

Response/Comments

Since this transaction involves the merger and consolidation of multiple entities, 801.40 does not apply. Please see Premerger Notification Practice Manual (5th ed) #46, which describes how to...

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