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HSR Informal Interpretations

8905006 Informal Interpretation

… transaction would require filing of a Notification and Report Form ("Report Form") under the Hart-Scott-Rodino Antitrust … do not constitute voting securities; accordingly, no Report Form must be filed in connection with the formation …
Date
Rule
801.40
OK under current interpretation
HSR Informal Interpretations

8904001 Informal Interpretation

… significantly less than $10 million and would not give to a reportable event. I would appreciate it if you could call me … my understanding that none of the above facts constitute a reportable event as soon as possible, and in any event, …
Date
Rule
801.11
"Holding" does not meet size of person test
HSR Informal Interpretations

8904005 Informal Interpretation

… afternoon. Advice A short time later, Mr. Sharpe called to report that he had had an opportunity to consult with others … to rely on that advice in making a determination as to the reportability of a transaction. (redacted) … 8904005 …
Date
Rule
803.30
I concur with this ; called (redacted) 4-20-89
HSR Informal Interpretations

8904006 Informal Interpretation

… course of the creditors business is exempt from the reporting requirements (Rule 802.63 of the Act). This … collateral to a third party may be subject to the Reporting requirements. B.Agri-Businesses (i.e.(redacted)) - … business from which revenues were derived is a potentially reportable transaction. The purchase or fair market price …
Date
Rule
Section 802.1
None
HSR Informal Interpretations

8903010 Informal Interpretation

… your colleagues could respond to this inquiry regarding the report ability of a proposed transaction. For your reference … This leaves the questions of whether (redacted) has a reporting obligation in connection with the proposed … is required to comply with the Hart-Scott-Rodino Act reporting requirements upon the acquisition of voting …
Date
Rule
801.1(c)
Answered 3/22/89 Advised to file only has two (2) out of four (4) indicia of beneficial ownership {RS & TH concur}
HSR Informal Interpretations

8903011 Informal Interpretation

… at issue has less than $100 million in sales or assets, no report will be required because X will not be viewed as … client intends to close a transaction without filing any report in reliance, in part, on this advice. If I have …
Date
Rule
801.1(b); 801.11
I concur - called Mr. (redacted) 3/20/89 PS
HSR Informal Interpretations

8903001 Informal Interpretation

… none of the transaction described above is required to be reported under the H-S-R Act. The acquisition by Company B … of less than a 100 percent interest in a partnership not reportable, because a partnership interest is deemed neither … The formation of Partnership Y in paragraph 7 above is not reportable, since the formation of a new partnership is …
Date
Rule
801.1
X-9. X-10. X-11 not partnerships since company A owns 100% of them.
HSR Informal Interpretations

8903004 Informal Interpretation

… percentage (10%), but fewer board seats than Company B. Reporting Requirements Under the Act. It appears that the only potentially reportable transaction under the Act is the sale to Company … we believe the Newco Stock Sale should not be viewed as reportable under the Act. First, we believe that the Newco …
Date
Rule
802.30; 7A(c)(3)
Section 802.30 cannot apply when there are two UPEs (50-50) on the acquired side. The B-B transaction is intra person but the B-A is not. However, the C-3 exemption does apply go to the statute and...
HSR Informal Interpretations

8903012 Informal Interpretation

… I relayed to you, it was concluded that sale will not be reportable under the Act because it is essentially a sale of … has typically exempted unimproved land sale from the Acts reporting requirement. The purpose of this letter is to set … reassessment of the conclusion that the transaction is not reportable under the Act. Thank you again for all your able …
Date
Rule
802.1
Sale of Land
HSR Informal Interpretations

8903014 Informal Interpretation

… as an acquisition vehicle. This formation does not require reporting under the Hart-Scott-Rodino. 10.Acquisition Corp. … leveraged buy-out does not generate a Hart-Scott-Rodino reporting requirement for New Corp., X Corp. Other Corp., or …
Date
Rule
801.11(e); 801.40
I concur with this letter. This appears to be covered under section 801.11(e)called.
HSR Informal Interpretations

8903015 Informal Interpretation

… recent fiscal year are slightly in excess of $25 million. Reporting Requirement under the Act. The purchase by Company … the outstanding voting securities of Newco is a potentially reportable transaction. We believe that the sale should be exempt from the Acts reporting requirements pursuant to the minimum dollar …
Date
Rule
803.30; 801.40; 802.20; 801.11(c); 801.11(e)
Per Staff Meeting 3-30-89 this is not an 801.40 deal. This is a reportable transaction. You must go by Financial statements. If a restated income statement is generated prior to consummation, you may...
HSR Informal Interpretations

8902004 Informal Interpretation

… whether an acquisition I described would have to be reported under the Hart-Scott-Rodino Act. After discussing … companies which are of size exceeding that required for reportability. One of the (redacted) companies has a …
Date
Rule
802.51(c)
Non-Reportable Answered 2/28/89
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