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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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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1807002 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 4(c) and 4(d)

Response/Comments

Your take on our published guidance may be a bit too broad, insofar as we do allow some documents to be excluded if they were created specifically for a potential buyer that is not a current party to...
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1807003 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.13

Response/Comments

Yes, you must aggregate when Buyer enters an agreement to acquire 100% of the non-corporate interests of four LLCs that are all within the same acquired person.
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1807001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.11

Response/Comments

Yes, you can change your request for ET (by asking for it or withdrawing it). An email is fine, please send the email to the PNO person who reviewed the filing and copy the addresses above (...
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