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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Date
Rule
801.1
Please review informal 1301002 . If the Trust Protector’s role in this case is analogous to that informal, the Trust Protector would not be the UPE. As for the Grantor, if the Grantor is only able to...
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(76.44 KB)
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Item 7(c)(iv)
1: Confirmed 2: If reporting an overlap in 532412, follow the instructions in Item 7(c)(iv)(b) when providing geographic information in response to Item 7(c) of the form. You can ignore Item 7(c)(iv)...
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(111.04 KB)
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Rule
801.10
Yes, if the debt is the target's.
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(79.17 KB)
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Rule
801.12
Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority...
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(107.58 KB)
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Rule
802.51
You will need to make the call as to whether your facts support a conclusion that the issuer does not have its principal offices in the United States
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(84.11 KB)
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Rule
Item 4(b)
Yes, the acquired person and acquired entity must provide their own financials.
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(76.44 KB)
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Rule
802.63
Rule 802.63 does not exempt this transaction.
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(107.26 KB)
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Rule
801.10
If the size of transaction is below the size-of-transaction threshold, the parties may withdraw their filings, and then close without violating the HSR Act. To be clear, the filings must be withdrawn...
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(137.64 KB)
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Rule
803.1, DVD filing Instructions
The style guide, which covers DVD filings, is available on our website: https://www.ftc.gov/enforcement/premerger-notification-program/form-ins… If you need a copy of the Form and...
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Original
(113 KB)
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Rule
803.12
While a refiling may be submitted by DVD, the new DVD will replace the old one. Therefore, the refiling must contain all of the original attachments, in addition to updated and new material.
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(106.95 KB)
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Rule
802.4
We agree, so long as title to the inventory has not passed to a US entity.
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(51.08 KB)
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Rule
801.30
Yes, as long as the letter is clear about both UPEs.
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(75.24 KB)
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802.9
Please see responses in bold, below.
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(117.82 KB)
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Rule
801.10
You are correct to use the FMV.
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(82.33 KB)
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Rule
801.10, 802.51
Question 1: We agree that tax credits do not count against the use of 802.51. Question 2: 801.10(c)(3) requires a fair market value determination by each board. Either or both boards may delegate this...
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Original
(108.49 KB)
Date
Rule
7(a)(c)(1)
We agree that the REIT exemption applies.
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Original
(114.58 KB)
Date
Rule
801.1
We view this as an acquisition followed by a backside transaction. As such, the entities are viewed as they exist going into the transaction. Thus, SPAC’s acquisition of A Corp is reportable. If SPAC...
File
Original
(111.39 KB)
Date
Rule
801.10
The board can determine that the value is in excess of $807.5 million.
File
Original
(79.47 KB)
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