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HSR Informal Interpretations

0703008 Informal Interpretation

… 801.2(d)(2)(iii) Question Mr.Verne: We'reworking on a reportability analysis and are wondering if you could … As I interpret the rule, there are thus twopotentially reportable transactions: (i) A acquires B and (ii) B … and B's is $53M, then Iinterpret the rule to yield two nonreportable transactions: A acquires B with atransaction size …
Date
Rule
801.2(d)
You are mixing the size-of-person test with the size-of-transaction test. A or B must have $119.6 MM in either sales or assets and the other must have $12.0 MM in either sales or assets. If both of...
HSR Informal Interpretations

0703001 Informal Interpretation

… can confirm our understanding of a transaction as to HSRnon-reportability due to failure to meet the size of the … debt - $55 millionsale - leaseback proceeds) and it's a non-reportable transaction for failure tomeet the size of the …
Date
Rule
801.10
Agree this is non-reportable.
HSR Informal Interpretations

0702022 Informal Interpretation

… assistance. 1. Is the following license grant potentially reportable? My client (Company A) and a potential … in a field of use and therefore is not a potentially reportable acquisition. Please let us know if you agree. 2. If the license grant is potentially reportable, when is the decision concerning reportability …
Date
Rule
801.2
02/28/2007 1) Agree 2) Moot
HSR Informal Interpretations

0702021 Informal Interpretation

… Pursuant to that section the formation of an LLC isreportable if a forming person obtains "control" of the LLC … that time whether it must file a premergernotification and report form. Because Y is obtaining a 55 percent interest in … itscontribution to the LLC in determining the amount of reportable assets that theLLC will hold based on the …
Date
Rule
801.50
Agree.
HSR Informal Interpretations

0702017 Informal Interpretation

… Formations HiMike, We've recently been asked to assess the reportabilityof several joint venture formations and just … for non-corporate JVs). Weoften receive these types of reportability questions before the structure isfully …
Date
Rule
801.40, 801.50
1) 801.40 or 801.50 2) If JV Sub Corp is being formed solely for the purpose of holding the assets contributed by A and B, and if the contributions of the assets by both and the acquisition of...
HSR Informal Interpretations

0702019 Informal Interpretation

… that the acquisition of anexclusive license is reportable (if above the thresholds), so that if anexclusive … whether the value oftheir acquisition exceeds the HSR reporting thresholds. In the royalty-freelicense scenario, I …
Date
Rule
801.2
of-person of the JV, regardless of whether it is exclusive, non-exclusive or "hybrid". 2) Yes - the cash stream and EBIT would be cash equivalents. So, you can exclude them from the total non-exempt...
HSR Informal Interpretations

0702005 Informal Interpretation

… to confirm that the following transaction would not be reportable underthe Hart-Scott-Rodino Antitrust Improvements … equivalents --pre-close, or is the acquisition potentially reportable given that Company Awill acquire B Subsidiary as … also confirm that there would be no other potentially reportableevent arising out of this transaction. Am I …
Date
Rule
15 USC 18a 7A(c)(10), 802.4
The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...
HSR Informal Interpretations

0702006 Informal Interpretation

… of the acquisition sub and the loan from B to A SUB HSRreportable? No, the formation of A SUB and B's loan to A SUB …
Date
Rule
803.1
Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...
HSR Informal Interpretations

0702009 Informal Interpretation

… of the acquisition sub and the loan from B to A SUB HSRreportable? No, the formation of A SUB and B's loan to A SUB …
Date
Rule
802.50, 802.51
Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...
HSR Informal Interpretations

0702010 Informal Interpretation

… multiple investors and is its own UPE. The LLC willmake a reportable acquisition that's too big to take advantage of …
Date
Rule
801.1(b)
Yes - you can do it on one filing if you know the identity of the co-investor who will potentially control. File as if the co-investor already controls the LLC and an officer or director or managing...
HSR Informal Interpretations

0702004 Informal Interpretation

… 7:54 AM To:Verne, B. Michael Cc:(redacted) Subject:FW: HSR Reportability Hi Mike, Hope all is well with you.(Redacted) and I have the following reportability question. 1. A (US non-corporate entity) incorporates foreigncorporation ("FC"). Not reportable 2.A sells some FC to B (foreignnon-corporate …
Date
Rule
801.2, 801.40
The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...
HSR Informal Interpretations

0702001 Informal Interpretation

… ultimate parent entity. Issue 2: Is the formation ofLLC C a reportable event under the HSR Act? Rule 801.50 providesin … and 802.4. Therefore, the formation of LLC C is not a reportable event. With respect toCompanies A and B, because … LLC C, either directly orindirectly, its formation is not reportable pursuant to Rule 802.30(b). Issue 3: If any …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0701026 Informal Interpretation

… will be the surviving corporation. The underlyingmerger is reportable under the HSR Act for Company A's acquisition of … B shareholder that the shareholder may be acquiring a HSR reportableamount of Company A voting securities as a result … the shareholder is taking aposition that it does not have a reporting obligation. Accordingly, if aCompany B shareholder …
Date
Rule
802.9, 802.64
Agree.
HSR Informal Interpretations

0701014 Informal Interpretation

… 23, 2007 12:05 PM To:Verne, B. Michael Subject:802.51 Reportability Question HiMike, Ihave a reportability question I was hoping you could help me with. …
Date
Rule
802.51
If the contributed assets comprised an operating unit, then you should look to their sales into the US in the most recent fiscal year.
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