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HSR Informal Interpretations

9102010 Informal Interpretation

… (redacted) . Consequently,(redacted) filed Notification and Report Forms (the Forms) on (redacted). Early termination …
Date
Rule
801.l(b)(1)
This is ok RS - JD concur. - Dissolution of partnership - formation, (note 801.1(b)(1)speaks of control of partnership. This is as close as I can get to one of the rules that willapply to this letter.
HSR Informal Interpretations

9101008 Informal Interpretation

… Room 303 Washing ton, D.C. 20580 Re:Pre-Merger Notification Reporting Requirements/Exemption from Requirements for … with regard to the exemption from pre-merger notification reporting requirements for the acquisition of certain types … property, we have determined that the acquisition is not a reportable event under the Pre-Merger Notification Rules …
Date
Rule
802.1
I concur (RS) agrees, as long as lease is not transferred, called 1/31/91.
HSR Informal Interpretations

9101004 Informal Interpretation

… fee simple interests in the above circumstances are non-reportable transactions but that the purchase of the leasehold interests may be reportable if the threshold requirements, including the size …
Date
Rule
7A(c)(1), 802.1(b)
1/10/91 - advised that since A is buying both the reversionary fee simple interest, i.e., the fee interest subject to the lease, and the leasehold interest, i.e., the building (a mortuary which was...
HSR Informal Interpretations

9201001 Informal Interpretation

… it would not require the filing of a premerger notification report form. The Business is presently conducted by an …
Date
Rule
801.40; 801.90
1/9/91 Advised (redacted) that formation of partnership (where contributions of (redacted) and (redacted) have a direct correlation to their 50/50 partnership interest, where payout to (redacted) is...
HSR Informal Interpretations

9012010 Informal Interpretation

… the partnership interests of a partnership as a potentially reportable acquisition of all of the assets of the …
Date
Rule
801.10
12/21/90 - Advised (redacted) phone mail - 801.10(b) states that the value of assets to be acquired, i.e., assets of partnership, is fair market value of assets or, if determined and greater than the...
HSR Informal Interpretations

9012011 Informal Interpretation

… is purchased for a premium and the reversionary interest reportable in that property is also purchased … the leasehold portion of the acquisition is not reportable, but the fee purchase may be reportable if the filing threshold requirements are met. …
Date
Rule
801.1(c)
When a person acquires an income producing property from another person, it is reportable (given thresholds are met).Simultaneously acquiring a lease on the property is merely canceling the lease- not...
HSR Informal Interpretations

9011003 Informal Interpretation

… absent an applicable exemption the proposed transaction is reportable under the Act. As (redacted) and you discussed by … out that in the event of a sale of the Improvements in a reportable transaction, the FTC Staff would have the … interpretation of the Rules the proposed transaction is not reportable under the Act. Inasmuch as (redacted) and …
Date
Rule
802.1(b)
11/7/90 Discussed with J.M. Sipple. Advise our view is that sale of fee interest in realproperty, from which lease payments are derived as a result of building on such property, isexempt under 802.1(b...
HSR Informal Interpretations

9011009 Informal Interpretation

… Act (the H-S-R Act) when a transaction previously reported as a voting securities acquisition has been …
Date
Rule
803.7; Premerger Notification Practice Manual Int. #296
Called on 11-26-90. Agreed that a new filing is not required. PNO has taken the positionover the last year or so that a new filing is not required if a person files to acquire all of acompanys assets...
HSR Informal Interpretations

9011013 Informal Interpretation

… (redacted) would not be required to file a Notification and Report Form. Furthermore, even if the value of the … is being sent to confirm that our understanding of the reporting requirements under the Act as set forth above is …
Date
Rule
802.1; 801.10
I concur - Called (redacted) 12-7-90
HSR Informal Interpretations

9011010 Informal Interpretation

… mortgage or security interest, which is not subject to the reporting and waiting periods under the Act. We note that …
Date
Rule
801.2
Lessor - title, security interest. Lessee - possession, risk of loss due to damage or use of the leased assets arising from lease. Right to require sale to third party . Right to acquire for greater...
HSR Informal Interpretations

9010002 Informal Interpretation

… the proposed acquisition of the Property is not a reportable event pursuant to 15 U.S.C. 18A(a) (3) (B), 15 … included. 15 U.S.C 18A(c)(1) provides an exemption from the reporting requirements for acquisitions of goods and realty … we contend that the purchase of the Property is not a reportable event under the Act. I will look forward to …
Date
Rule
7A(c)(1); 802.1(b)
10/12/90 Called (redacted) and said the Premerger Office agreed with his conclusion. On page 4, paragraph 2, second sentence, advised that this office views office buildings and residential buildings...
HSR Informal Interpretations

9010001 Informal Interpretation

… of the Resolution Trust Corporation (RTC) is not reportable under the Hart-Scott-Rodino Antitrust … subsidiaries, purchases from such subsidiaries are also not reportable. In reliance on our conversation, I am advising … in entity in the conservatorship of the RTC, is not reportable under the Act. If you believe this letter in any …
Date
Rule
7A(c)(4); 801.1(a)(2)
10/5/90 If purchase is under RTC umbrella as appears it is the case here, then exemptunder (c)(4) and 801.1(a)(2). RB Smith
HSR Informal Interpretations

9010004 Informal Interpretation

… conversation we had on Thursday, October 4, regarding the reportability of a certain transaction under the … Act and Rules, giving rise to potential notification and reporting obligations? You responded that there would be no … Stock would not, therefor, constitute a potentially reportable conversation under the Act and Rules. If you do …
Date
Rule
801.1(f)(3)
None noted
HSR Informal Interpretations

9010009 Informal Interpretation

… 5, 7, 8, and 9 and the appendix to the Notification and Report Form (1)Information shall be supplied only with … products to foreign customers must be reported in response to Item 5 and 7. You advised me that … to items 5, 7, 8 and 9 are consistent with the data reported to the U.S. Bureau of the Census. The data …
Date
Rule
803.2(c)(1)
None noted
HSR Informal Interpretations

9010010 Informal Interpretation

… division of A, or (2) as a sale of assets which will be non-reportable if the price as computed above, which it is …
Date
Rule
802.1; 801.10
A is selling one type of future of many in the same category - this is exempt; if A was sellingan entire segment of his business it would not be exempt. Acquisition price may becomputed as stated in...
HSR Informal Interpretations

9009013 Informal Interpretation

… My own analysis suggests that this transaction should be nonreportable. To start with, if one looks at the specific … is not met, and this step of the transaction would be nonreportable for this reason.   As to the second step (sale of … Thus, this part of the transaction would clearly be nonreportable. An alternative way of looking at the transaction …
Date
Rule
801.11(e); 801.10
10/1/90 Told (redacted) that the first mode of analysis is correct but not the second andassuming the faith stated the conclusion is correct. TFH
HSR Informal Interpretations

9009012 Informal Interpretation

… the transactions described above to be subject to the reporting requirements of the Act. You advised us that the … test and, therefore, would not be subject to the reporting requirements of the Act. Although we did not …
Date
Rule
802.1
9/24/90 Called him back. Clarified that since the size-of-person test isnt met there is noneed to go to the exemption under 802.1 for realty. Its really a 2-step process: 1) do youhave to file under...
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