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HSR Informal Interpretations

1902003 Informal Interpretation

… 1902003 Informal Interpretation For item 5(a) you can report net revenues. This is revenue after adjustments such … 5a Good afternoon: I have a question regarding whether to report dollar revenues by non-manufacturing industry code in … “The term dollar revenues, as used in the Notification and Report Form, means the value of shipments for manufacturing …
Date
Rule
Item 5
For item 5(a) you can report net revenues. This is revenue after adjustments such as sales, returns, or discounts.
HSR Informal Interpretations

1901001 Informal Interpretation

… the shareholder instrumental such that the transaction was reportable. In that case, two shareholders were the only … in the company increasing. Similar to that matter, the HSR reportability issue here is a by-product of an event outside …
Date
Rule
801.1, 801.10
The facts shared in your email do not necessarily demonstrate that Investor A is instrumental. If investigated, the agency would look at the totality of the circumstances, so Investor A will need to...
HSR Informal Interpretations

1812003 Informal Interpretation

… Therefore, we understand that the entire transaction is non-reportable since SPV2 will not meet the size-of-person test. …
Date
Rule
801.1, 801.11
Assuming the facts support the conclusion that SPV2 is its own UPE, we agree the acquisition will not satisfy the size-of-person test.
HSR Informal Interpretations

1811007 Informal Interpretation

… voting shares of X. X will file as an acquiring person (to report its acquisition of certain assets from Y) and as an acquired person (to report Y’s acquisition of certain voting shares of X). Is it …
Date
Rule
801.2
It is our preference that you use two forms. This usually reduces confusion both in the front office and with the attorney review, and we see fewer filing errors this way. Of course, less confusion...
FOIA Record

Email Correspondence re: Patent Invention & Intelligence Report, January 2017

… Email Correspondence re: Patent Invention & Intelligence Report, January 2017 Email Correspondence re: Patent Invention & Intelligence Report, January 2017 This is in response to your request … … Email Correspondence re: Patent Invention & Intelligence Report, January 2017 …
Request Date
FOIA Request Number
N/A
This is in response to your request dated Nov. 15, 2018 under the Freedom of Information Act.
HSR Informal Interpretations

1811003 Informal Interpretation

… and 8. To be absolutely clear, however, Acquirer would be reporting overlap information for Overlapping Sub in Items …
Date
Rule
801.1(a)(2), 803.3, 803.4
The UPE has an obligation to comply with the Act. Rule 803.4 only applies to acquired persons and 803.3 only applies when the UPE is unable to provide a response, not when the UPE is unwilling to do...
HSR Informal Interpretations

1811006 Informal Interpretation

… on an HSR form for a fund and want to make sure that I am reporting correctly under Item 6(b). The UPE controls the …
Date
Rule
Item 6(b)
The limited partnership fund is the minority shareholder for purposes of this hypo, so only that should be listed along with the minority percentage held in response to Item 6(b).
HSR Informal Interpretations

1810005 Informal Interpretation

… to determine whether certain prior acquisitions need to be reported in Item 8. Assume for purposes of this question …
Date
Rule
Item 8
We agree, except that you would need to look at the fair market value of the assets at the time of acquisition (which may or may not have been the same as the purchase price).
HSR Informal Interpretations

1810008 Informal Interpretation

… did not make sales in or into the US where it did not report the premiums received from US customers as US income …
Date
Rule
802.51
The provision of coverage that you have described to US-based insureds does not constitute sales in or into the United States.
HSR Informal Interpretations

1810011 Informal Interpretation

… top-level corporate or unincorporated entity that should report. In your case, the entity making the acquisition. … It appears possible under the instructions that we need to report 5-50% ownership information for the entity one step …
Date
Rule
Item 6(b)
For a natural person UPE, it is the top-level corporate or unincorporated entity that should report. In your case, the entity making the acquisition.
HSR Informal Interpretations

1809005 Informal Interpretation

… A determined that either (i) the acquisition was not reportable under the HSR Act as the voting securities of … the applicable HSR threshold, or (ii) the acquisition was reportable under the HSR Act, but it was exempt pursuant to … § 802.9 with respect to future annual issuances that may be reportable under the HSR Act. In sum, Company A (i) …
Date
Rule
802.9
When asked in the past about acquisitions of shares in a competitor, this has been our response: Where an acquisition involves a competitor, it raises a strong presumption that the investment is not...
HSR Informal Interpretations

1809002 Informal Interpretation

… of that financial data) are not available” and “when the reporting person’s financial statements and NAICS data” are …
Date
Rule
Item 5
Yes, Buyer can use FY17 revenue for item 5, but it should submit its FY18 financials for item 4 (please flag this in an endnote).
HSR Informal Interpretations

1809003 Informal Interpretation

… not currently control any other entities, has no revenue to report, and its first audited financials will be for … above in order to make it clear why there are no annual reports to produce for Item 4(b) and no revenues to report for Item 5(a). Is this the PNO’s preferred way to …
Date
Rule
Item 4, Item 5
Yes, you may use endnotes to explain. Please also note there is a spot at the bottom of Item 5 where the filer can explain that it is newly formed and has no revenues.
HSR Informal Interpretations

1809004 Informal Interpretation

… We believe that with 2 exceptions, X would not have to report its acquisition of voting shares of these entities … HSR exemptions would apply. X is working on HSR filings to report its acquisition of certain voting shares of two of … Assume that A and B do not compete with each other but both report revenues in the software publishing code. Also assume …
Date
Rule
Item 6
If the acquisitions are not consummated prior to filing, we agree that X may say none. However, we do find it helpful if there is an endnote explaining the situation.
HSR Informal Interpretations

1808006 Informal Interpretation

… 1808006 Informal Interpretation Aggregate and report together on the same form. From: [Redacted] Sent: … LLC acquisition will require a separate Notification and Report form and a separate filing fee. Could you please …
Date
Rule
801.13
Aggregate and report together on the same form.
HSR Informal Interpretations

1808001 Informal Interpretation

… of the portfolio must be separately analyzed for potential reportability under the Act). You may assume that in this …
Date
Rule
7A(c)(1)
We agree that the sale of the loan portfolio you describe qualifies as a sale of exempt assets under 7Ac1. All nonexempt assets of Project Finance Business X that are being sold should be valued to...
Displaying 301 - 320 of 2689
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