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HSR Informal Interpretations

9606005 Informal Interpretation

… and Pennsylvania Avenue, N.W. Washington, D.C. 20580 Re: Reportability of (redacted) Transaction Dear Mr. Smith: We … an informal interpretation that this transaction is not reportable under the Hart-Scott-Rodino Antitrust … We respectfully submit that this transaction is not reportable, because the assets of (redacted) Corp. B are not …
Date
Rule
801.1(b)(2); 801.1(c)(8); 802.30(non-profit acquisition)
6/19/94 Writers co-counsel advises that Bishop of diocese is one of 5 trustees of (redacted) Corp. A but does not directly appoint the other 4. Bishop also does not directly appoint three members who...
HSR Informal Interpretations

9406005 Informal Interpretation

… in the same percentages. The formation of B will not be a reportable event. A and B will then form Partnership. B will … understanding that the above-described transaction is not reportable under the Hart-Scott-Rodino Antitrust … that the formation of a bona fide partnership is never a reportable transaction. We also understand that, in the view …
Date
Rule
801.40; 801.1(f)(1)
6/16/94-called writer and advised that the conclusions reached in this letter were correct.(The writer had previously informed me that there were no avoidance intent behind the manner in which this...
HSR Informal Interpretations

9406004 Informal Interpretation

… myunderstanding that it will not have any Hart-Scott-Rodino reporting obligations in connectionwith the formation of … be $450,000. Therefore, the formation of Company A is not a reportable eventfor Investor under 16 C.F.R. §§801.40 and …
Date
Rule
801.11(e)
6/15/94-Neither formation or subsequent acquisition is reportable. [note 1-If $16 MM from bank is not guaranteed by other investors (and bank not getting voting stock), then Company A appears to have...
HSR Informal Interpretations

9406003 Informal Interpretation

… at more than $15 million, then the transaction would not be reportable. The transaction is not reportable since the value of and payment for the unimproved …
Date
Rule
801.15
6/9/94 - Called letter writer and advised that I was in agreement with the analysis and conclusions in this letter. [note 1-site sketch]
HSR Informal Interpretations

9405013 Informal Interpretation

… the filing should be treated as an assets acquisition for reporting purposes. You indicated that the same approach as …
Date
Rule
801.2(d)
6/3/94 - Advise author that letter correctly reflects the PMN position on non-profit merger except that in the next to last paragraph, where A would be acquiring the assets of non-profits B and C, two...
HSR Informal Interpretations

9405010 Informal Interpretation

… of partnership or non-corp JV Step 1 will not be a reportable transaction because it does not involve the … acquisition of assets or securities, while step 2 will be a reportable transaction because the applicable HSR thresholds … 5/31 Called writer; Step 1 is formation of a non-corp - not reportable … 9405010 Informal Interpretation …
Date
Rule
801.40
See below 5/31 Called writer; Step 1 is formation of a non-corp - not reportable
HSR Informal Interpretations

9405007 Informal Interpretation

… July. However, each month A prepares an internal financial report showing sales and expenses for the previous month and the year-to-date. The monthly report for May 1994, which will be circulated on or about … of As fiscal year. The sales and expense data in this report, however, will be preliminary and unaudited, and will …
Date
Rule
801.11(c)(2)
See below 5/18/94 Advised writer that PMN Office agreed with his conclusion. (Discussed with John Sipple who concurred in conclusion). R.B. Smith
HSR Informal Interpretations

9405002 Informal Interpretation

… my understanding that this transaction will be exempt from reporting under 15 U.S.C. § 18a(c)(1) since it is an … real property, and , therefore, exempt the transaction from reporting under 16 C.F.R. § 802.1 so long as the purchaser … in order for the transaction to be exempted from thereporting requirements of the H-S-R Act. The receipt of the …
Date
Rule
802.1
See below
HSR Informal Interpretations

9405012 Informal Interpretation

… to it, the trust will be dissolved. Step 1 will not be a reportable transaction because it does not involve the … of assets or securities (Note #1), while step 2 will be a reportable transaction because the applicable HSR thresholds …
Date
Rule
801.40
(note #1 - formation of partnership or joint venture (not a corp.). Called writer; step 1 is a formation of a non-corp. - not reportable.
HSR Informal Interpretations

9405014 Informal Interpretation

… is my understanding that the formation of Newco will not be reportable under the Hart-Scott-Rodino Act and 16 C.F.R. … the ultimate parent entityof Newco or a person with reporting requirements. The other shareholders of Newco also will not have any reporting requirements in connection with the formation of …
Date
Rule
801.1(a)(2); 801.11(e); 7A(c)(4)
Contacted (redacted). I concur with this letter. RS concurs. Note #1 - Does this trustmeet the test on page 1 as an agency of the state? Yes.
HSR Informal Interpretations

9404003 Informal Interpretation

… your opinion that the transaction described below is not reportable under the Hart-Scott-Rodino Antitrust … Conclusion It is our conclusion that the transaction is not reportable because the  value of the assets purchased under … whether you continue to agree that the transaction is not reportable. Sincerely, (redacted) (redacted) STAFF COMMENTS: …
Date
Rule
801.10(b)
See below 4/13/94 Advised writer that PMN Office agreed with his conclusion and that the sales agency agreement need not be considered in determining the acquisition price. R.B. Smith
HSR Informal Interpretations

9403010 Informal Interpretation

… treatment of accounts receivable, this transaction is non-reportable under 7A(c)(1) and 802.1(b) as a transfer in the …
Date
Rule
7A(c)(1); 802.1(b)
See below 3/29/84 - advised writer that under the PMN Offices treatment of accounts receivable, this transaction is non-reportable under 7A(c)(1) and 802.1(b) as a transfer in the ordinary course of...
HSR Informal Interpretations

9403002 Informal Interpretation

… Office that the acquisition of a REIT by a REIT is not a reportable event under the Hart-Scott-Rodino Antitrust … below would fall within this policy and would not be reportable under the Act. Company A is a REIT, organized as … policy that the acquisition of a REIT by a REIT is not reportable. If you do not agree with this conclusion, or if …
Date
Rule
7A(c)(1); 802.1
See below 3/11/94 Advised writer that a REITs purchase of the assets or voting stock of another REIT is exempt under 7A(c)(1). However, the acquisition of the voting stock of a REIT by someone other...
HSR Informal Interpretations

9403003 Informal Interpretation

… discussions with you have been devoted to two potentially reportable events:   1.         the formation of a limited … conclusions: 1.         The Formation Transaction is not reportable because:             (a)       No contributor to … COMMENT: OK 2.         The Acquisition Transaction is not reportable because it will not result in any one person …
Date
Rule
801.1; 801.40; 801.90; 802.20
See below
HSR Informal Interpretations

9402003 Informal Interpretation

… As a result, (redacted) and B need not comply with the reporting and waiting requirements of the Hart-Scott-Rodino …
Date
Rule
7A(c)(1); 802.1(a)
2/18/94 - advised author of letter that, based on the facts presented, no filing need be made for the sale and purchase of the (redacted). RBSmith
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