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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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...

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...

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...

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 (...

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...

1912002 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.7, 803.10

Response/Comments

1. Yes, that is still PNO’s position. 2. If ET is granted, the one-year waiting period expires on the day ET is granted one year later. https://www.ftc.gov/news-events/blogs/competition-matters/2017/...

1912003 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 4, Item 6

Response/Comments

For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and...

1911006 Informal Interpretation

Staff:
Anne Six
Rule:
803.12

Response/Comments

1. Yes, the request for early termination can be made in the cover letter accompanying the refiling. Please call out that a change is being made from the original filing. 2. Yes, the refiled form...

1911002 Informal Interpretation

Staff:
Timothy Carson
Rule:
802.9

Response/Comments

Having a trustee of the acquiring person also serve as an officer or director of the acquired entity at the time of the acquisition could be “considered evidence of an intent inconsistent with...

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