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HSR Informal Interpretations

0705023 Informal Interpretation

… Notably, anacquisition of non-corporate interests is only reportable if it confers controlof the unincorporated entity …
Date
Rule
801.1(b)
If both profits and assets upon distribution are variable, you should calculate assets each party would receive if the partnership was dissolved based on the last regularly prepared balance sheet. See...
HSR Informal Interpretations

0705018 Informal Interpretation

… of the persontests; and the acquisition value exceeds the reporting threshold] A UK Corporation ("Acquiring Party") … holdings in the several foreign issuers. 802.4exempts from reporting "an acquisition of voting securities of an … from the requirements of theAct ... is exempt from the reporting requirements if the acquired issuer ...and all …
Date
Rule
802.4
Use 802.50 in conjunction with 802.4, not 802.51. Agree not reportable.
HSR Informal Interpretations

0705014 Informal Interpretation

… interests in USJV by Company B appears potentially reportable because Company B will acquire control of a … order of the transactions, this transaction appears not HSR reportable because it is below the minimum HSR threshold. … interest in Company B by Company A appears that it may be reportable in some, or perhaps all, of the potential fact …
Date
Rule
802.51
05/22/2007 (refer to BOLD comments)
HSR Informal Interpretations

0705017 Informal Interpretation

… 20074:02 PM To:Verne,B. Michael Subject:Sanity Check: HSR Reportability Mike: Hopeall is well with you. I was hoping to get a brief sanity check on thereportability of two transactions. Assume in each case that … is that this sale would not be subject to the HSR reportingrequirements because Bank A will still be in the …
Date
Rule
15 USC 18a(c)(1) - 7A(c)(1)
Agree with both.
HSR Informal Interpretations

0705011 Informal Interpretation

… we had on May 3, 2007 concerning the basis fornon-reportability under the Hart-Scott-Rodino Antitrust … Conclusions You agreed that the proposed transaction is notreportable under the HSR Act. Specifically, you confirmed … theexercise of these options would not result in any HSR reporting obligation. Ifyou believe this understanding is …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0705016 Informal Interpretation

… we had on May 3, 2007 concerning the basis fornon-reportability under the Hart-Scott-Rodino Antitrust … Conclusions You agreed that the proposed transaction is notreportable under the HSR Act. Specifically, you confirmed … the exercise of these options would not result in any HSR reportingobligation. If you believe this understanding is …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0705006 Informal Interpretation

… The first step in the restructuring constitutes an HSR-reportable consolidation under 16 C.F.R. 801.2(d). Following … giving rise to the formation of (redacted) Inc. is a reportable consolidation. [2] (redacted) It is possible that …
Date
Rule
802.9, 802.64
- Agree Solely for purpose of investment is available. M. Bruno, K. Berg & K. Walsh concur.
HSR Informal Interpretations

1105001 Informal Interpretation

… that where there are two UPEs, and the Item 5information reported by each UPE is the same, only one filing fee is required. In the filings for both UPEs, we will bereporting Item 5 data for certain jointly controlled entities. One of the UPEswill also report additional Item 5 data for two other entities that it …
Date
Rule
803.9(c)
Only one fee is required. M Bruno and K Walsh concur.
HSR Informal Interpretations

1105001 Informal Interpretation

… that where there are two UPEs, and the Item 5information reported by each UPE is the same, only one filing fee is required. In the filings for both UPEs, we will bereporting Item 5 data for certain jointly controlled entities. One of the UPEswill also report additional Item 5 data for two other entities that it …
Date
Rule
803.9(c)
Only one fee is required. M Bruno and K Walsh concur.
HSR Informal Interpretations

0705003 Informal Interpretation

… the steps in this transaction (the "Transaction")would be reportable under the Hart Scott Rodino Act (the "Act"). … filing, and the acquisition ofassets in foreclosure is reportable to the extent any discharged debt wasacquired … and Power Sub 2. 7)Assuming the Claims are not exempt from reporting, and to the extent thatpremerger notification is …
Date
Rule
802.63
Agree this is non-reportable.
HSR Informal Interpretations

0704019 Informal Interpretation

… operations are not exempt. I thought once a transaction isreportable to determine the total value of the transaction …
Date
Rule
802.2(e), 802.4, 801.10
Once you have determined that the acquisition of the voting securities is reportable, the value is the total value of those voting securities. All assets (and liabilities) of the issuer would be taken...
HSR Informal Interpretations

0704018 Informal Interpretation

… 801.50 transaction. I just wanted to confirm the HSR reporting interpretation and conclusion we discussed. As we … from the prior holder pursuant to a Notification and Report Form filed in November, 2006, per the staff's … basis that the interest in X was controlling, even though A reported that its acquisition of the 50% membership interest …
Date
Rule
801.50
04/27/2007
HSR Informal Interpretations

0309010 Informal Interpretation

… With respect to these shares, which date do we use for reporting purposes. … 0309010 Informal Interpretation …
Date
Rule
801.1(c)
Changed 04/25/2007 to refer to Informal Staff Opinion 0611006 11/27/2006 - We are inclined to say that the shareholder takes beneficial ownership of all of the shares that will vest over the two year...
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