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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1811006 Informal Interpretation

Staff:
Timothy Carson
Rule:
Item 6(b)

Response/Comments

The limited partnership fund is the minority shareholder for purposes of this hypo, so only that should be listed along with the minority percentage held in response to Item 6(b).

1811008 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.11

Response/Comments

If trust financials don’t exist, the Acquired Person should note that and produce the financials for the Limited Partnership (i.e., Acquired Entity) in response to Item 4(b). Note that if the...

1811002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.30

Response/Comments

Buyer should file for the maximum number of shares that it plans to acquire through all mechanisms and steps. Since Buyer will make the cash tender offer for more than 50% of the voting securities,...

1810002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 4

Response/Comments

PNO does not require parties to search for and submit texts. However, since you know you have texts with responseive 4c content, you may voluntarily produce them as described or note that they exist...

1810005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 8

Response/Comments

We agree, except that you would need to look at the fair market value of the assets at the time of acquisition (which may or may not have been the same as the purchase price).

1810007 Informal Interpretation

Staff:
Timothy Carson
Rule:
802.2(c)

Response/Comments

1. We agree that the real property assets you describe are exempt under 802.2.(c) 2. The equipment you describe is not exempt under 801(b). Rule 802.1(b) requires that the acquisition be in the...

1809005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.9

Response/Comments

When asked in the past about acquisitions of shares in a competitor, this has been our response: Where an acquisition involves a competitor, it raises a strong presumption that the investment is not...

1809003 Informal Interpretation

Staff:
Timothy Carson
Rule:
Item 4, Item 5

Response/Comments

Yes, you may use endnotes to explain. Please also note there is a spot at the bottom of Item 5 where the filer can explain that it is newly formed and has no revenues.

1809004 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 6

Response/Comments

If the acquisitions are not consummated prior to filing, we agree that X may say none. However, we do find it helpful if there is an endnote explaining the situation.

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