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HSR Informal Interpretations

0803011 Informal Interpretation

… of the HSR regulations, for purposesof our analysis of reportability of the proposed transaction under the HSR … to the portion of the transaction that is potentially reportable. Specifically,the Acquiring Person, for purposes …
Date
Rule
801.10, 802.2, 802.4
Agree.
HSR Informal Interpretations

0803003 Informal Interpretation

… to speak with (redacted) and me yesterday regarding the reportability of my client's acquisition of certain voting … the HSR Act. We reached the following conclusions regarding reportability of this transaction with which you agreed: 1. The proposed transaction is not reportable under the HSR Act because the $63.1 million Size …
Date
Rule
801.90
Agree.
HSR Informal Interpretations

0803005 Informal Interpretation

… the HSR Act, and the transaction therefore would not be reportable. Pleaselet me know if I've articulated this …
Date
Rule
Exclusive License
The proposed transaction is not reportable (i.e. not deemed to be an exclusive license) because Company A will retain its right to manufacture the product covered by re license. MV concurs.
HSR Informal Interpretations

0802008 Informal Interpretation

… February 20, 2008 3:20 PM To:Verne, B. Michael Subject:HSR Reportability of a Potential Transaction Dear Mike: I am … the advice you gave meyesterday regarding potential HSR reporting obligations in the transactiondescribed below. … in determining whether the transaction will be HSR reportable. Weunderstand that this would be true regardless …
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Agree.
HSR Informal Interpretations

0802001 Informal Interpretation

… the ownership structure described above, Advisor, Al and A2 report holdings on an aggregate basis for purposes of their …
Date
Rule
801.1(b) (c), 802.64, 802.9
02/05/2008 1. Investment advisors registered under the Investment Advisers Act of 1940 are not institutional investors for purposes of 802.64. 0705015 (point 1) is incorrect. I misread it to say...
HSR Informal Interpretations

0801014 Informal Interpretation

… the size-of-person tests are satisfied, the question of reportability depends on whether, as a result of the … relying on our advice that such a transaction is non-reportable in the near future. Similarly, if you believe the …
Date
Rule
801.50, 802.30
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
HSR Informal Interpretations

0812010 Informal Interpretation

… when a license for a field of use constitutes a potentially reportable asset acquisition, and I'm having trouble …
Date
Rule
801.2
1/23/2008 Our position is that an exclusive license for all rights to use a patent for a particular field of use is a potentially reportable acquisition of an asset. Conversely, an exclusive right to...
HSR Informal Interpretations

0801009 Informal Interpretation

… Cc: (redacted) Subject: Confirmation of Understandingon Reportability of Transactions DearMr. Verne: Thank you for … (redacted)and me this morning. January 15, 2008,about the reportability of certain transactions involving my client, … CompanyA owns and operates a business which reported total assets of approximately $32million on its …
Date
Rule
801.11
Agree.
HSR Informal Interpretations

0801008 Informal Interpretation

… January 14, 2008 3:24 PM To: Verne, B. Michael Subject: HSR ReportabilityInquiry Mike: I hope this email finds you well. … the transfer of the assets to the grantor trust would be a reportableevent, although I can find no directprecedent for …
Date
Rule
801.1(b), 802.70, 802.71
1. Assuming the grantor trust is irrevocable, the transfer of the assets to it would be exempt under 802.71. If the trust is revocable, your client would still be deemed to hold the assets. 2 Yes -...
HSR Informal Interpretations

0801006 Informal Interpretation

… CapitalContribution"). We understand that this will not be reportable by reasonof 16 C.F.R. 802.30 and/or 7A(c)(10) or … thesecond question is whether that the transaction is not reportable for failureto meet the size of transaction test. … value of $0 for HSR purposes, rendering thetransaction non-reportable. Would you please let me know if you agree? … …
Date
Rule
15 USC 18a(c)(6) - 7A(c)(6), 802.30
Point #1. This would not be 802.30 unless the new shares are going to a controlling shareholder. If the new issue of stock is pro-rata to all shareholders, 7A(c)(10) would exempt it. 1. First question...
HSR Informal Interpretations

0801001 Informal Interpretation

… $7.20 cash less the exerciseprice of such option. As reported inCompany B's last Form 10-K, as of March 31, 2007, … or pursuant to 801.21of this chapter, is exempt from the reporting requirementsif the acquired issuer or … that this transaction is exempt from the reporting requirements sinceCompany B does not hold …
Date
Rule
801.10, 802.4
I agree that the transaction is not reportable, but you are mixing apples and oranges in your explanation of the analysis. Rule 802.4 has nothing to do with the size-of-transaction which is $68.7 MM...
HSR Informal Interpretations

0712016 Informal Interpretation

… 1:59 PM To: Verne, B. Michael Cc: (redacted) Subject: HSR reportability question -- acquisition price in an … (a partialmanagement buyout) that we believe is nonreportable under HSR, and we wouldlike to confirm with you … formed by three of Company B's current managers in a nonreportabletransaction) plan to form a new LLC, Newco. …
Date
Rule
801.10
Agree.
HSR Informal Interpretations

0801002 Informal Interpretation

… indirect acquisition of those voting securities potentially reportable or is it also exempt under Section 7A(c)(4)? This … indirect acquisition of that minority interest potentially reportable as a secondary acquisition or is it also exempt …
Date
Rule
15 USC 18a(c)(4) - 7A(c)(4), 801.4
1. The indirect acquisition of more than 50% of the voting securities of the corporation would still be exempt because the acquired person is the state agency which is not an entity. 2 The secondary...
Displaying 901 - 920 of 2689
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