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HSR Informal Interpretations

9402007 Informal Interpretation

… in 1992, at which time Company A and Subsidiary B reported on a calendar year basis. In calendar year 1992, … and Subsidiary B switched their accounting to a fiscal year reporting basis, with each fiscal year running from April 1 … $83mm. I also told you that if the fiscal year reporting was ignored, and Subsidiary Bs sales were …
Date
Rule
801.11(c)(1); 802.20(b)
See below Writer advised that change to a fiscal year basis had not been done to avoid filing for sale of Subsidiary B. I advised that, since B had opted to switch to a fiscal year basis, the PMN...
HSR Informal Interpretations

9402006 Informal Interpretation

… filing of an Anti-Trust Improvements Act Notification and Report Form (“HSR Form”) pursuant to the Hart-Scott-Rodino … we believe that §801.90 does not apply and, therefore, no reporting requirement under the Act exists with respect to this transaction. STAFF COMMENT: May require reporting.             Finally, we point out that although …
Date
Rule
801.1; 801.11(e)
No response provided.
HSR Informal Interpretations

9401011 Informal Interpretation

… to authority given by the FCC, CCH Trade Regulations Reports, 4240. In order to complete the acquisition in …
Date
Rule
7A(c)(6)
2/8/94 The transaction is exempt under (c)(6). Although filings by telecommunications carriers are submitted under HSR (perhaps due to time constraints w/FCC), parties filing w/ the FCC would be...
HSR Informal Interpretations

9401009 Informal Interpretation

… acquisitions that I described are not subject to the reporting and waiting period requirements of section 7A of … neither of these acquisitions is subject tot he reporting and waiting period requirements of the Act. If I …
Date
Rule
801.1(c)(3) - 801.2(a)
with clarifications noted, I concur-called 2-2-94 - [note 1-right to 85% of assets upon dissolution]-[note 2-This was not structured this way to avoid filing under H-S-R.]-[note 3-bona fide lease not...
HSR Informal Interpretations

9402002 Informal Interpretation

… you provided yesterday over the telephone concerning the nonreportability of the following transaction under the … already have been moved to the U.S. As we discussed, the reportability of the above transaction turns upon the proper … describe the advice you provided concerning the nonreportability of the transaction, please call me …
Date
Rule
802.50(a)(1)
I concur. PS. See letter to RS 8-13-93 that supports this position. Called (redacted) 2-2-94
HSR Informal Interpretations

9402001 Informal Interpretation

… is used in items 5, 7, 8, and 9 of the Notification and Report Form. I posed the following set of assumed facts: 1. … me whether the following are dollar revenues which must be reported on the Notification and Report Form: (1) the revenues earned by A from its sale to …
Date
Rule
803.2(c)
None.
HSR Informal Interpretations

9402004 Informal Interpretation

… Trust Act of 1960, as amended, would be exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(1)
I concur. PS. Attempted to call (redacted) 2-4-94 but number is not in service. However, this is a standard letter that she sends periodically. I concur with the content of this letter.
HSR Informal Interpretations

9402005 Informal Interpretation

… Company A and Partnership B will file a Notification and Report Form with respect to the acquisition by Company A … million, the acquisition by Company A of Company C is not reportable because Company C does not satisfy the … balance sheet prior to the filing of the Notification and Report Form relating to the Company A/Partnership B …
Date
Rule
801.11
None
HSR Informal Interpretations

9401008 Informal Interpretation

… of the Partnership who must file a premerger notification report form as the acquiring person. Hypothetical On … interests; and (f) some recent trade magazines have reported the partnership interests to be on an 80%/20% … partnership interest; and (b) some trade magazines have reported the partnership interests to be on a 40%/51% basis. …
Date
Rule
801.1(b)(1)(ii)
C & D are the determining factors as to who controls which is A in this scenario. The holdings of partnership interests are not a factor in determining control of a partnership -Talked to (redacted) 1...
HSR Informal Interpretations

9401001 Informal Interpretation

… with the powers granted to Corporation C, constitutes a reportable transaction under the Hart-Scott-Rodino Antitrust … along with the powers granted to it, does not constitute a reportable transaction under the Act. This is because (1) …
Date
Rule
801.40
Since the size test of section 801.40 is not met, the formation of the corporate joint venture is not reportable. Facts indicate that (redacted) assets are not being placed into the J.V.
HSR Informal Interpretations

9401012 Informal Interpretation

… to the conclusions regarding (i) the parties who have a reporting requirement ; and (ii) the existence of an exemption to the reporting requirement for those parties. Statutory citations … corporation B is also an acquiring corporation with reporting responsibilities, given that it will hold voting …
Date
Rule
802.1; 802.30; 7A(c)(10)
None noted
HSR Informal Interpretations

9012013 Informal Interpretation

… the requirements of the Premerger Notice rules or any other reporting requirements. We appreciate your taking the time …
Date
Rule
7A(c)(1)
12/28/93 - called, 1/4/91 called - 1/8/91 called. He said “industrial space” being bought was ongoing warehouse and small manufacturing operation involving some sixty or so tenants. The space was...
HSR Informal Interpretations

9307009 Informal Interpretation

… test and the acquisition would therefore not be reportable. If this letter does not accurately reflect the … view of the FTC Premerger Notification Office as to the nonreportability of the two potential forms of the proposed …
Date
Rule
7A(c)(4), 801.1(a)(2), 801.11(e)
8/13/93 - I advised writer that it is the view of the PMN Office that no filing is required. RBSmith
HSR Informal Interpretations

9306004 Informal Interpretation

… described above do not intend to file a Notification and Report Form with the FTC or the Justice Department in …
Date
Rule
801.40; 802.20
7/9/93 called writer and advised that the conditional contributions and/or guarantees to be made to the joint venture if it is successful in its intended activities need not be counted into the assets...
HSR Informal Interpretations

9307004 Informal Interpretation

… voting securities of A. The acquisition of B by A is a reportable transaction. We represent a trust which is a …
Date
Rule
802.9
I am not an attorney. This scenario is not exempt under Section 802.9. Trustees are comparable to officers or directors of a corporation. Therefore, the trustees of B becoming directors of A is...
HSR Informal Interpretations

9307005 Informal Interpretation

… person is required to file a Premerger Notification and Report Form as an acquired person in connection with a sale … depreciated by the (redacted) for both tax and financial reporting purposes. The Assets represent a portion of the …
Date
Rule
801.1(c) 801.2
Despite the fact that the leased assets are carried on the books of the lessee(redacted) (p.21), beneficial owership (sic) of the assets remains with the lessor(redacted). The (redacted) can buy the...
HSR Informal Interpretations

9307001 Informal Interpretation

… to X and X issues its voting interests, subject to a reporting obligation? Under the Commission's rules, the … Hart-Scott, only the formation of corporations is made reportable, by virtue of 801.40. The Statement of Basis and … of entities other than corporations is not subject to reporting obligations: . . . [O]nly the formation of …
Date
Rule
801.1(b)
No written comments from the PNO staff
HSR Informal Interpretations

9306006 Informal Interpretation

… D.C. 20580 Re: Confirmation of Informal Opinion on H-S-R Reporting Method of Merger Scenario Dear Dick: I am writing … should be treated as a single transaction for purposes of reporting under the Hart-Scott-Rodino Rules and Regulations. … It is our view that this potential acquisition may be reported as one transaction, on one Notification and Report …
Date
Rule
802.20, 7A(a)(3)(B)
6/29/93 - Advised writer that land and voting stock held by acquired person couldbe included as one transaction. Advised that Company A stock taken back byacquired person may also be reportable. He...
HSR Informal Interpretations

9304007 Informal Interpretation

… whether the acquisition in question would be considered reportable under the Hart-Scott-Rodino Act. As you may … that inquiry was a conclusion that the (redacted) should be reported. Thepurpose of this letter is to confirm our more … and the proper party to submit the premerger notification reportin the transaction in question.[note 5] I would …
Date
Rule
802.63 ; 802.30
Bona fide debt work-out, 802.63, applies to both to trust and General partners as UPEs of partnership. A Bona fide creditor/debtor relationship between the Lender (Creditor) and XYZPartnership exists...
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