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HSR Informal Interpretations

0704009 Informal Interpretation

… policies written in the US. My view is that it would not report these revenues as it has no "establishments" in the …
Date
Rule
801.1
04/24/2007 1) If you are certain that the entity now controlled by A will be its own UPE at the time of closing, you can file with that entity as the acquiring person. If there is any possibility that...
HSR Informal Interpretations

0704013 Informal Interpretation

… your opinion as towhether I've properly determined HSR reportability. I've attached a diagram ofthe basic … become a subsidiary ofNewco. It seems to me that this is a reportable event, as Group 2 LP will nowcontrol 2006 … providedall the facts necessary for a determination of HSR reportability. [refer to imagefile for diagram details] … …
Date
Rule
801.1(b), 801.2
Agree.
HSR Informal Interpretations

0704014 Informal Interpretation

… to be purchased and reflected in items2-3 and 5-7? If reported in items 5-7 would all of the targets …
Date
Rule
801.13, Form
Yes Buyer would aggregate the value of the voting securities with the assets to be acquired. This would be reflected in Items 2 and 3, but not in Items 5 and 7 because it is not a controlling interest...
HSR Informal Interpretations

0704015 Informal Interpretation

… of IPrights: -Theacquisition of a license is not reportable, even if denominated an exclusivelicense, if the … all fields of use. -However,the acquisition of a patent is reportable, even if the acquisition is subjectto a license … a patentwhere the licensor has granted other licenses is nonreportable, even if thelicensor does not keep the right to …
Date
Rule
801.2
Agree.
HSR Informal Interpretations

0704012 Informal Interpretation

… B. Michael Subject: Analysis of Transactionto Determine Reporting Requirements Mike - This willconfirm our telephone … of whether aproposed transaction will have any premerger reporting requirements. I havereceived additional … B's contribution of cash is exempt); thus, A is exempt fromreporting requirements under Section 802.4. b.Analysisof B's …
Date
Rule
801.50, 802.4
Agree.
Federal Register Notice

Food Industry Marketing to Children Report Agency Information Collection Activities; Proposed Collection; Comment Request; Extension

… Food Industry Marketing to Children Report Agency Information Collection Activities; Proposed … Federal Register Notice Food Industry Marketing to Children Report Agency Information Collection Activities; Proposed … … Food Industry Marketing to Children Report Agency Information Collection Activities; Proposed …
Date
HSR Informal Interpretations

0704008 Informal Interpretation

… an email I sent to you yesterday does not giverise to a HSR reporting obligation at the time the agreement contemplated … an email I sentto you yesterday does not give rise to a HSR reporting obligation at the timethe agreement contemplated …
Date
Rule
801.1(c)
This is OK. M. Bruno concurs.
HSR Informal Interpretations

0704004 Informal Interpretation

… Formation DearMike, We have been asked to assess thereportability of a joint venture formation and would like to … would be a formationof a wholly-owned entity by A and non-reportable under 802.30(b). Step (2)would be a non-reportable acquisition of voting securities by B valued at …
Date
Rule
801.40
I agree this should all be analyzed as part of the 801.40 formations of the new joint venture. B and C would be required to file. A would be exempt.
HSR Informal Interpretations

0704005 Informal Interpretation

… foryour advice on whether the following transaction is reportable: LLC X, whose only asset is a wind farmvalued in …
Date
Rule
802.4, 801.50, 801.11(3)
The formation of LLC Z is not reportable because all that is being contributed is cash. The subsequent acquisition of LLC X would be non-reportable if the value was less than $239.2 MM, but because it...
HSR Informal Interpretations

0704002 Informal Interpretation

… association of [target] g.aproposal to dissolve [target] h.reportof bankruptcy and request for suspension of payment by … ofassociation of Newco i.aproposal to dissolve Newco j.reportof bankruptcy and request for suspension of payment by …
Date
Rule
801.1(b)
I think the board of directors/management body would be the appropriate group to look at.
HSR Informal Interpretations

0703026 Informal Interpretation

… Cc:(redacted) Subject:(redacted) -- Confirmation of HSR Reportability Analysis Dear Mike, Thankyou again for speaking with us regarding the HSR reportability of the(redacted) acquisition of (redacted) and … of (redacted) from (redacted) was a non-HSR-reportable transaction. OnJuly 13, 2006, (redacted) and …
Date
Rule
801.1(c)
Agree.
HSR Informal Interpretations

0703023 Informal Interpretation

… shares of targetto Newco, the formation of Newco is not reportable even if the value of Newcoshares received by one …
Date
Rule
802.4
I think that you would reach the conclusion that the acquisition of shares of the Newco would be exempt under 802.4, only if in aggregate the shares contributed by the four parties constituted a...
HSR Informal Interpretations

0703016 Informal Interpretation

… March 21, 2007 8:25 PM To:Verne, B. Michael Subject:Reportability question stock for stock DearMike, Hope you … 50% of the voting securities of A. I see three potentially reportable transactions: 1. Merger of B and A. B is not a …
Date
Rule
801.2
I think that all of this should be viewed as one transaction. The only acquiring persons who will hold voting securities that were not held prior to the transaction are the shareholders of B receiving...
HSR Informal Interpretations

0703013 Informal Interpretation

… overlap betweenA and B. For purposes of the filing, A must report everything it controls butcan B exclude information … intra-person rule? That would eliminate the need to report a misleadingoverlap. 2.A considered acquiring 20% of … recentgo-round? 3.If a hotel group is being sold and it isreportable due to the value of non-exempt assets such as …
Date
Rule
Form Item 5
round. 3. That would be true in an asset deal. If it is a voting securities acquisition or an acquisition of non-corporate interests, all of the hotel operations would be included.
HSR Informal Interpretations

0703011 Informal Interpretation

… as part of > that formation would not constitute reportable acquisitions, even if > such contributions … past discussions that the > transaction would remain nonreportable even if the partnership were > created a short … > I should add my recognition that the transaction might be reportable once the proposed changes on non-corporate …
Date
Rule
801.2(b)
- Agree this is a non-corporate entity & its own UPE UPDATE June 1, 2016: This no longer represents the position of the PNO. Please see https://www.ftc.gov/news-events/blogs/competition-matters/2016...
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