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HSR Informal Interpretations

1302001 Informal Interpretation

… of X1's mortgage loan businessand thus exempt from HSR reporting since X1willcontinue to contract out the … cash/cash equivalents whose acquisition is exemptfrom HSR reporting. … 1302001 Informal Interpretation …
Date
Rule
15USC 18A(c)(1) 7A(c)(1)
Agree. K Walsh concurs.
HSR Informal Interpretations

1301011 Informal Interpretation

… as an exhibit to a new otherwise 4(c) or 4(d)responsive report analyzingthe current transaction. Inthis situation, … Buyer A would have to attach them as anexhibit to a new report that analyzes the current transaction with regard …
Date
Rule
Form Items 4(c) and 4(d)
Our take is that if the 4(c) and (d) documents that were created in connection with the old transaction are used by officers or directors to analyze the new transaction, they would be responsive. The...
HSR Informal Interpretations

1301010 Informal Interpretation

… assets: $75 million 5. Conclusion based on allocation: a HSRReportable. b Filing Fee = $45,000 (because theReportable transaction's Size of Transaction is $125 … are permitted to properly allocate the Considerationbetween Reportable and Non-Reportable elements of the overall …
Date
Rule
802.4, 802.50, 802.51, 801.15(d)
Proper analysis: 1. Under 802.51 /802.50 - determine total US assets of all of the foreign issuers. Determine total US sales of all foreign issuers and foreign assets (aggregated under 801.15(d)). If...
FOIA Record

Facebook Compliance Report 2012

… Facebook Compliance Report 2012 Facebook Compliance Report 2012 This is in response to your request dated … Act. 1302facebookcompliance.pdf … Facebook Compliance Report 2012 …
Request Date
FOIA Request Number
2013-00197
This is in response to your request dated November 28, 2012 under the Freedom of Information Act.
HSR Informal Interpretations

1211013 Informal Interpretation

… the acquisition of interests of a REIT (REIT X) wouldbe HSR reportable. REIT X is organized as a trust under Maryland … Wouldthe acquisition of REIT X securities by X not be HSR reportable so long as X wouldnot acquire interests in REIT X …
Date
Rule
801.1(f)
It is not a corporate entity. K Walsh concurs.
HSR Informal Interpretations

1211003 Informal Interpretation

… acquisition of interests of a REIT (REIT X) would be HSR reportable. REIT X is organized as a trust under Maryland … Would the acquisition of REIT X securities by X not be HSR reportable so long as X would not acquire interests in REIT …
Date
Rule
801.1(f)
It is not a corporate entity. K Walsh concurs.
HSR Informal Interpretations

1211004 Informal Interpretation

… transaction in which Holding Company acquired CompanyA was reported under the HSR Act without incident). Buyer now … beon point. In that interpretation, a transaction was non-reportable where abuyer was the successor-in-interest to the … Company A, is thereforeexempt under Section 802.2(b) from reporting this acquisition? … 1211004 Informal Interpretation …
Date
Rule
802.2
Agree.
HSR Informal Interpretations

1211002 Informal Interpretation

… States assets; Section802.52: this section exempts from reporting requirements a proposed acquisitionwhere the …
Date
Rule
802.52
– Agree. UPDATE March 23, 2015: The PNO’s current position is that where the primary acquisition is exempt under 802.51 or 802.52, any secondary acquisition (as defined in Section 801.4(a)) is also...
HSR Informal Interpretations

1210012 Informal Interpretation

… thethreshold, so B's acquisition of LLC interests is reportable. Hereis the question. Is the filing fee …
Date
Rule
801.1(b)
A and B will each hold 50% of the LLC. B is required to file. The filing fee is determined by valuing, in this case, 50% of all (exempt and nonexempt assets) that the LLC holds. MV concurs.
HSR Informal Interpretations

1210010 Informal Interpretation

… an acquisition of stock, as described below, wouldnot be a reportable transaction under the Hart-Scott-Rodino Act of … are accurate, it appears the transaction would not bereportable under the HSR Act. Please advise if this does not …
Date
Rule
801.10
Agree. K Walsh concurs.
HSR Informal Interpretations

1210004 Informal Interpretation

… If all three entities have the same UPE, the transaction isreportable. However, as set forth in greater detail below, … than $68.2 million, webelieve the transaction to be non-reportable. 90%of the equity interest in LLC1 is owned by a …
Date
Rule
801.1(b)
Actually, there are three separate UPEs, so still not reportable. The UPE of LLC1 is the GRAT, not individual A. Having the right to appoint successor trustees does not on its own confer control of...
HSR Informal Interpretations

1209010 Informal Interpretation

… of thevoting securities of each holding company is not HSR reportable because the HSRthresholds are not met. Nor are the indirect acquisitions of 33.3% of (redacted)reportable as secondary acquisitions. But, the end result is … acquisition of control of (redacted) doesnot appear to be reportable under the HSR Rules. Am I missing something? Do …
Date
Rule
801.13
I'm assuming that the three acquisitions are contingent on one another. 801.13 would require you to aggregate the three secondary acquisitions of 33.3%. Arguably, you could stop aggregating at 66.6%...
HSR Informal Interpretations

1209008 Informal Interpretation

… Target's voting securities would be completely non-reportable. Once you havedetermined under 802.4 that the … assets are exempt from the requirements of the act and thatreporting requirements for the transaction should be … "A" must include an attachment in its Notification and ReportForm setting out both the in excess of $500 million …
Date
Rule
802.4, 803.9
It is based on the statutory language that bases the fee on the "value of voting securities held as a result of the acquisition". You can use 802.4 to analyze whether the underlying non-exempt assets...
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