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HSR Informal Interpretations

9204011 Informal Interpretation

… from filing an Antitrust Improvements Act Notification and Report Form: Company A wishes to acquire 100% of the stock … of 16 C.F.R. 802.20(b), the transaction is exempt from reporting. Section 802.20(b) exempts an acquisition of less … the above conclusion that the transaction is exempt from reporting (redacted). Thank you for your assistance. …
Date
Rule
801.11; 802.20(b); 7A(a)(2)(B)
Is Company B a manufacturing or service company? Service oriented- Nomanufacturing. Is Company B its own UPE? Yes. Company B does not meet thesize-of-person test because the test for this scenario...
HSR Informal Interpretations

9204004 Informal Interpretation

… Commission Washington, D.C. 20580 Re: Informal Opinion: Reportability Under Hart-Scott-Rodino Act Dear Mr. Smith: … that your conclusion is that the supply agreement is not reportable, but that the option, if exercised, may be reportable. You expressly made no opinion regarding any …
Date
Rule
7A(a); 801.2
4/6/92 called (redacted). She said that the joint committees to be formed to oversee production under the agreement would not convey any beneficial interest in processors assets to the company. The...
HSR Informal Interpretations

9203011 Informal Interpretation

… Washington, D.C. 20580 Re:Request for Confirmation of Non-Reportability Under the Hart-Scott-Rodino Antitrust … I am writing this letter requesting confirmation of the non-reportability of the contemplated transaction described … with you, we believe that the proposed transaction is a non-reportable transaction under the joint venture exception …
Date
Rule
801.40
4-6-92- Discussed with (redacted) - this is not a joint venture exemption but the formation of a general partnership which is not reportable under the act and rules.
HSR Informal Interpretations

9204010 Informal Interpretation

… these accounts receivable from A would be exempt from the reporting obligations of the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(1); 802.1
A retailers acquisition of account receivables (A/R) which were previously created by a bank in connection with sales by the retailer is exempt where the retailer has a financial division which is...
HSR Informal Interpretations

9204001 Informal Interpretation

… voting securities (the stock redemption) is one potentially reportable transaction.Company As and Company Bs receipt of … of the Company X stock they hold is another potentially reportable transaction. A third potentially reportable transaction is Company As acquisition of the …
Date
Rule
801.14; 801.15; 801.1(c)(8); 801.21; 7A(c)(2); 7A(c)(3)
None.
HSR Informal Interpretations

9203008 Informal Interpretation

… would look to the Group Trust, as majority shareholder, for reporting purposes.** However, because the Group Trust is a …
Date
Rule
801.40; 801.11; 801.1(e); 802.71
Called Mr.(redacted) 3-27-92. Must look at Section 801.40. Does it apply? Who controls the newly formed company? It is its own UPE since the v/s in theRevocable Trust are attributed back to the...
HSR Informal Interpretations

9203005 Informal Interpretation

… some or all of these options are exempt from premerger reporting under the HSR Rules.             1.         Under … the ordinary course of the creditor’s business,” premerger reporting would not be required under any of these options, … me whether the above-described options are exempt from reporting under the Rules. Thank you for your assistance and …
Date
Rule
802.63
No response provided.
HSR Informal Interpretations

9203003 Informal Interpretation

… that the acquisition of the voting securities is not reportable because of the exemption provided in 16 C.F.R. …
Date
Rule
802.63
Called on 3/12. Left message stating that the letter accurately reflects our conversation and informal advice rendered. The acquisition appears to be part of a bona fide debt workout although the...
HSR Informal Interpretations

9202010 Informal Interpretation

… to serve as general partner of WL. * Staff comment: was not reportable under 801.40? Correct. Not reportable. Corporation J owns 50% of the shares of … in corporation W by corporation C is exempt from the reporting requirements and an interpretation as to whether …
Date
Rule
802.20
Called (redacted) 3-5-92-- I agree with letter (since notes clear up some of the questions) RS concurs. What is the size of W. Corp? If less than $25MM in net sales and total assets then exempt under...
HSR Informal Interpretations

9203010 Informal Interpretation

… affiliates of Company X Graphic There are three potentially reportable acquisitions. The first is the acquisition by … Company A and Company B. A redemption of this type is not a reportable transaction under (c)(3) of the Act. The second potentially reportable transaction is the acquisition by Company A of …
Date
Rule
7A(c)(3); 7A(c)(2); 801.14; 801.15; 802.30
801.14 - The assets must be aggregated with v/s of Sub. Z. Note: If asset purchase occurs first, do not aggregate. See example 801.14 and 801.13(b). Even if aggregated, value is less than $15 MM. (See...
HSR Informal Interpretations

9202005 Informal Interpretation

… than $15 million, both transactions are exempt from the reporting requirements of the Act. We recognize that the …
Date
Rule
802.1(b); 801.15; 7A(c)(1)
2/21/92 - Advised (redacted) that the PMN Office was the view that the consideration paid for the six parcels of undeveloped land, i.e., $9.4 MM, could be excluded from the acquisition price under 801...
HSR Informal Interpretations

9202006 Informal Interpretation

… not exceed $15,000,000, the overall transaction will not be reportable. Since B is not purchasing substantially all of …
Date
Rule
7A(c)(1); 801.15; 801.10
2/21/92 Advised (redacted) that the PMN office was of the view that the $1MM paid for non-producing properties could, under § 801.15, be excluded from the acquisition price since, in our view, such...
HSR Informal Interpretations

9202004 Informal Interpretation

… in concluding that the transaction described below is not reportable under Hart-Scott-Rodino Antitrust Improvements … We think the resulting change in structure should not be reportable under the following analysis:   … than as one step in a single transaction, would not be reportable. Such anacquisition is properly viewed as a step …
Date
Rule
801.40; 802.60
2/5/92 - talked to (redacted). As to conclusion 2, pg 3., advised that, although underwriters are exempt under 802.60, if they are part of the formation of N, their contributions should be included in...
HSR Informal Interpretations

9202002 Informal Interpretation

… I had asked for the Premerger Offices views on the HSR Act reportability of a transaction involving an agreement … The partnership interest acquisition, of course, is non-reportable since it does not involve the purchase of either …
Date
Rule
801.2(a); 801.1(c)(1)
None
HSR Informal Interpretations

9202007 Informal Interpretation

… right to take delivery of the vessel would not be a reportable transaction, unless the price to be paid by …
Date
Rule
7A(c)(1); 802.1(b)
The value of a contract transferred to another person where the contracted for product acquisition is exempt under 7A(c)(1) would be what is paid for the contract above and beyond any reimbursement of...
HSR Informal Interpretations

9201011 Informal Interpretation

… literally, appear to require a filing of a Notification and Report Form for the Companys acquisition of each of LP1, LP2 … of the Act, including the filing of a Notification and Report Form thereunder, would not be applicable to the …
Date
Rule
802.30
1/28/92- called (redacted). He advised that in the General Partnership there are no limited partnership interests. He also advised that the holder of the 20% of Corporation Ds voting stock before the...
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