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HSR Informal Interpretations

9211002 Informal Interpretation

… Required by Item 4(b) of Premerger Notification and Report Form Dear Dick: Pursuant to our telephone … documents in response to Item 4(b) of the Notification and Report Form For Certain Mergers and Acquisitions (the Form) … with respect to the year in question. Nor was any annual report (i.e., a document customarily distributed to …
Date
Rule
Item 4(b) of the Form
Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...
HSR Informal Interpretations

9211010 Informal Interpretation

… different business from A. This second transaction will be reported under the H-S-R Act. No reporting obligation should arise with respect to the first … 50/50 partnership, the transaction would be viewed as a non-reportable partnership formation. Although no further …
Date
Rule
801.1
Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...
HSR Informal Interpretations

9210005 Informal Interpretation

… concerning preparation of the Premerger Notification and Report in connection with the following fact scenario. … X and Company A will file Premerger Notification and Report Forms, as acquiring and acquired persons, respectively, to report Company Ys acquisition of all of the assets of …
Date
Rule
801.1(c)(3). 802.71
I concur with this with exceptions noted in margin. Called (redacted) 10-26-92. RS concurs.
HSR Informal Interpretations

9210002 Informal Interpretation

… would not require the filing of a Notification and Report Form pursuant to the Hart-Scott-Rodino Antitrust … B will not require the filing of a Notification and Report Form for the same reason set forth above - Newco will … Test which would require the filing of a Notification and Report Form. As I noted to you in our conversation, each …
Date
Rule
801.11(e)
10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO
HSR Informal Interpretations

9209009 Informal Interpretation

… had sales and assets of under $25 million, it was not reportable under 802.20(b). Likewise, under 802.50(a)(2), the acquisition of the foreign assets was not reportable because less than $25 million in U.S. sales were … Therefore, the first hypothetical acquisition would be reportable. In a second conversation, I provided you with a …
Date
Rule
802.20; 802.50; 801.90
10/6/92 Agreed with conclusion in letter. In hypothetical on page 2, the business justification for the spin off is that A only wants to purchase certain assets of subsidiary Y. The substance of the...
HSR Informal Interpretations

9209010 Informal Interpretation

… whether the contemplated acquisition described below is reportable under the Hart-Scott-Rodino Antitrust … your opinion regarding whether the acquisition would be a reportable transaction under the Act. Company A (redacted) … Premerger Office and receive a consensus opinion as to the reportability of the described hypothetical. Please call me …
Date
Rule
802.1, 801.1(b), 801.1(c)
I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...
HSR Informal Interpretations

9210004 Informal Interpretation

… apply. I understand that the FTC would require A and B to report such a transaction under the Hart-Scott-Rodino Act, …
Date
Rule
801.40
For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...
HSR Informal Interpretations

9210009 Informal Interpretation

… today. As you will note, the basic transaction is clearly reportable. It is the various maneuvers required for the … which we are seeking advice from the Premerger Office as to reporting requirements. By this transaction, a partnership … in X is Corp.C. This transaction is subject to H-S-R reporting requirements, although, due to Xs financial …
Date
Rule
801.1(c)(1)
Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...
HSR Informal Interpretations

9209005 Informal Interpretation

… interests. If the transaction itself otherwise is reportable, (redacted) must resolve whether it should file … acquisition of a partnership interest ordinarily is not a reportable event. The sole exception exists where as in the … securities from the Stock Partner itself is independently reportable, (redacted) need not aggregate the stock to be …
Date
Rule
801.1(b)
Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...
HSR Informal Interpretations

9209003 Informal Interpretation

… whether the contemplated acquisition described below is reportable under the Hart-Scott-Rodino Antitrust … your opinion regarding whether the acquisition would be a reportable transaction under the Act. Company A (the … threshold, the above described hypothetical would not be reportable under the Act. If I have correctly state the …
Date
Rule
801.11(c)
Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.
HSR Informal Interpretations

9209002 Informal Interpretation

… term at fair market value. [PNO Staff note: potentially reportable]             Company B’s intent is that the land …
Date
Rule
7A(c)(1)
This is an acquisition of rights in and to unproductive property and assets incidental to real property for $20 MM – exempt under (c)(1); called (redacted) 9-9-92; Tom Hancock and Richard Smith concur
HSR Informal Interpretations

9208007 Informal Interpretation

… the acquisition. The foregoing facts do not result in a reportable event because the size of transaction test is not …
Date
Rule
801.1(c)
The Investment Advisor/Manager is the general partner of the three partnerships. Pursuant to the partnership agreements, the General Partner has what appears to be certain indicia of beneficial...
HSR Informal Interpretations

9208001 Informal Interpretation

… neither of the two acquisitions would give rise to an HSR reporting obligation. As I described in our conversation, … not be aggregated for purposes of analyzing the HSR reporting obligation. If the tenants have equal ownership … of the two tenants in common. As such, there would [be] no reportable transaction on these facts. As I also mentioned, …
Date
Rule
801.1(c)(1)
None
HSR Informal Interpretations

9208003 Informal Interpretation

… are subject to a financial (or “leveraged”) lease must be reported under the Hart-Scott-Rodino Act. The acquisition … transaction would have been exempt from Hart-Scott-Rodino reporting requirements under longstanding Premerger Staff … you agree that the proposed transaction is exempt from the reporting and waiting period requirements of the HSR Act. …
Date
Rule
7A(c)(1); 802.50
None
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