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HSR Informal Interpretations

9305005 Informal Interpretation

… on April 26, 1993 regarding the applicability of the reporting requirements and waiting period under the … by an issuer, alone would be sufficient to trigger the reporting requirements of the Act, the Federal Trade … its stock, the combined transaction will be subject to the reporting requirements and waiting period set forth in the …
Date
Rule
801.20(c)
Acquiring person will purchase 5% then corporation A will redeem all of its outstanding stock-leaving B-in control. If B is instrumental in A redeeming all of its share, transaction is reportable. See...
HSR Informal Interpretations

9304003 Informal Interpretation

… the transaction described below would not be subject to the reporting requirements of the Hart-Scott-Rodino Antitrust … for partnership interests) should not be subject to the reporting requirements of the Act. This is the case even … C through Company As controlled should not result in a reportable transaction between the Individual and Company B …
Date
Rule
801.40
In the formation of a partnership the acquisition of partnership interests in return for assets or voting stock is not reportable since a partnership interest is deemed to be neither a voting security...
HSR Informal Interpretations

9304006 Informal Interpretation

… reflect the advice you provided concerning the nonreportablility of the transactions described in the letter, … from (redacted) to you concerning an exemption from the reporting requirements of the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(1)
[note 1-enclosure is a second letter]-[note 2-4/28 - as long as delay is related to continued testing.]
HSR Informal Interpretations

9303006 Informal Interpretation

… that in April, 1989 our client had filed a Notification and Report Form for a transaction involving the acquisition …
Date
Rule
801.1(c)(1)
3/24/93 called [redacted]. Advised that PMN Office treated the 1989 filing as constituting the taking of beneficial ownership of the assets of the acquired person once the waiting period was observed...
HSR Informal Interpretations

9303007 Informal Interpretation

… and two (2) members appointed by the Governor, and reports to the State Insurance Department. The Board of … of the [redacted] would not be subject to the Acts reporting requirements. We would appreciate learning from …
Date
Rule
801.1(a)(2)
3/24/93 called [redacted] and advised that [redacted] qualifies as a state agency and is therefore not an entity within the definition set forth in 801.1(a)(2). Therefore, its purchase of the...
HSR Informal Interpretations

9303005 Informal Interpretation

… me a proposed acquisition and whether it is required to be reported under Section 7A of the Clayton Act and the rules … Therefore, the proposed acquisition is not required to be reported. Unless we are notified to the contrary in writing …
Date
Rule
801.11(e)
3/23/93 - advised [redacted] that, based on this fact scenario, in which the very same assets were to be purchased from (potentially) two or more acquired persons, 801.11(e) could be used to reduce...
HSR Informal Interpretations

9303001 Informal Interpretation

… on Wednesday, March 10, 1993, concerning exemption from the reporting requirements of the Hart-Scott-Rodino Antitrust … which we believe should be exempt from the Act’s reporting requirements under either the “ordinary course of …
Date
Rule
802.1
Exempt under 802.1 (not lease financing). Involves the acquisition of a turn-key facility. Thirty days of revenue from tolling arrangement connected to start-up process. See footnote 1. RS concurs.
HSR Informal Interpretations

9302005 Informal Interpretation

… Estate Investment Trust to Make Premerger Notification and Report Dear Mr. Smith: As we discussed today, I am writing … would require filing of the premerger notification and report under the Hart-Scott-Rodino Act. REIT A and REIT B …
Date
Rule
7A(c)(1)
2/18/93 advised (redacted) that REIT As purchase of the assets of REIT B is exempt from HSR reporting under 7A(c)(1). We focus on the acquiring person and, if it is a REIT, it may acquire the voting...
HSR Informal Interpretations

9302003 Informal Interpretation

… entity of Partnership C. Thus, in connection with any reportable acquisitions, Partner A is the only person … A expects to file a Hart-Scott-Rodino Notification and Report Form with respect to an acquisition by Partnership C …
Date
Rule
801.1(b)(1)(ii)
2/16/93 (Redacted) advises that A paid B around $8MM for a fully paid up option to obtain an additional 31% interest in the partnership from B as well as the option to get 80% of the partnerships...
HSR Informal Interpretations

9302004 Informal Interpretation

… Companys Securities and Exchange Commission (SEC) quarterly report on Form 10-Q for the quarterly period ended October …
Date
Rule
801.11(c)
Trial balance sheet with errors is not a regularly prepared balance sheet but is in the process of being prepared. Once prepared without errors and if prepared on a monthly basis it becomes the last...
HSR Informal Interpretations

9301007 Informal Interpretation

… the Act. A determination that the proposed transaction is reportable would be especially anomalous here because if the … of partnership interests are not subject to the reporting requirements of the Act. If the merging entities … of the two partnerships into one would not trigger the reporting requirement. ( PNO staff note: partnership mergers …
Date
Rule
802.30; 801.1(c)(8); 801.1(b)(2)
1/22/93 PMN cant expand 802.30 to exclude the merger of two subs held contractually. Must be by holdings of voting securities.
HSR Informal Interpretations

9301003 Informal Interpretation

… Second, we discussed the Item 9 requirement to report certain acquisitions made during the preceding five …
Date
Rule
801.1(c)(3); 803.2; 801.1(c)(4)
1/11/93 Under 801.1(c)(4), if settlor retains a reversionary interest, then settlor holds assets of the trust. By naming himself beneficiary, individual who contributed more than 50% has retained a...
HSR Informal Interpretations

9301004 Informal Interpretation

… of a [redacted] in a trust would not be subject to the reporting requirements of the Act on the theory that the … opinion and whether the proposed acquisition need not be reported under the Act. If you have any questions or if you …
Date
Rule
801.1(c); 801.63
The Trust remains in existence and continues to hold title to the asset after the transaction. This is a purchase of a stream of income and not reportable.
HSR Informal Interpretations

9212001 Informal Interpretation

… D.C. 20580 Re: Request for Informal Opinion on H-S-R Reportability of Acquisition Scenario Dear Patrick: As we … your opinion as to whether a similar transaction would be reportable under the H-S-R Rules and Regulations. Company A … million, is there any reason why this acquisition should be reported? Sincerely, [redacted] … 9212001 Informal …
Date
Rule
801.10
If this is straight up, as is, with no side deals (contractual agreements, etc.) then this is ok. Otherwise, we are troubled lets talk. Called [redacted] 12-3-92. [Redacted] said that the parties will...
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