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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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/...
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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...
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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...
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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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1911001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
Item 4(b)

Response/Comments

We do not want tax returns – please explain that the trust doesn’t have financials. If SOP matters, stipulate to SOP if the acquired entity’s financials don’t show SOP is met.
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1910002 Informal Interpretation

Staff:
Anne Six
Rule:
Item 5

Response/Comments

Yes, in Item 5(a) the filer must report most-recent-year revenue for all entities it controls at the time of filing. You may consider using an endnote to note the recent acquisitions and sources of...
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1910004 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.4

Response/Comments

We agree with your stated conclusions. With regard to “property and equipment,” we encourage you to perform an 802.1/802.2 analysis to determine whether any such property or equipment is exempt.
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1910007 Informal Interpretation

Staff:
Timothy Carson
Rule:
802.51

Response/Comments

Below are responses to your numbered questions: 1. Agree 2. Agree 3. Agree it is reasonable to include in the aggregate sales in or into the US 100% of the revenue, even if the flight is a layover...
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1908001 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, 803.1

Response/Comments

An acquiring person must make an HSR filing for a pending transaction. The acquiring person reports revenues in various industries, but the transaction has the following overlaps: 311119 Other Animal...
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1909002 Informal Interpretation

Staff:
Vesselina Musick
Rule:
803.2

Response/Comments

Please see 803.6 (4) regarding certification where the UPE is a natural person. A can authorize B to make the filing. A’s name and address will be listed in Item 1(a), B’s name and address will be...
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