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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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...
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1810001 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.30

Response/Comments

Yes, if the issuer is a party to the agreement, then the transaction can be filed as an 801.30 or non-801.30.

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...
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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.
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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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1808001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
7A(c)(1)

Response/Comments

We agree that the sale of the loan portfolio you describe qualifies as a sale of exempt assets under 7Ac1. All nonexempt assets of Project Finance Business X that are being sold should be valued to...

1808007 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
803.7

Response/Comments

If the waiting period is still open, the filing can be amended. Because the number of voting securities will change (not just the price), the entire filing would need to be updated, the difference in...
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