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HSR Informal Interpretations

0701007 Informal Interpretation

… we had on December 28, 2006 concerning the potential reportability under the Hart-Scott-RodinoAntitrust … of value, through the conversionor otherwise, would be non-reportable under the HSR Act pursuant to 16 C.F.R. 802.30 as … Intereststo determine if the conversion of the note is HSR reportable, assuming there isno letter of intent or …
Date
Rule
801.1(b), 802.4
Agree.
HSR Informal Interpretations

0701008 Informal Interpretation

… conversation we had on December 29, 2006 concerning the non-reportability under the Hart-Scott-Rodino … You agreed that the transaction described above isnot HSR reportable regardless of the size of the transaction or the … its controlling stake in the Partnership with no HSRreporting obligation since it acquired such position prior …
Date
Rule
801.1(b), 802.1(f), 802.30
Agree.
HSR Informal Interpretations

0701005 Informal Interpretation

… satisfied. Assuming that (1) an asset acquisition is clearlyreportable based on the value of the assets alone, and (2) … to item2(d)(v) of the HSR premerger notification and report form? the description of the transaction inresponse … be ignored for purposes ofcompleting the notification and report form where it is clear that thetransaction is …
Date
Rule
Form Item 2 3
Both should include assumed liabilities, but you can respond with a range as long as it does not straddle a filing fee threshold.
HSR Informal Interpretations

0701006 Informal Interpretation

… all or substantially all of its assets. The transaction is reportableunder HSR. Who is the ultimate parent entity of …
Date
Rule
801.1(b)
1. Yes 2. Because of his reversionary interest in the corpus of the trust B is deemed to hold the 470/0 of the voting securities. The existence of the trust is therefore immaterial to control.
HSR Informal Interpretations

0612018 Informal Interpretation

… parties assumed that the transaction would be subject to reportability under the HSR Act, and even contemplated as … a two step transaction, neither step of the transaction is reportable under the HSR Act. In the first step, the … size-of-transaction test, the second step would also not be reportable under the HSR Act. You stated on the call that if …
Date
Rule
801.10, 802.30
Agree.
HSR Informal Interpretations

0612017 Informal Interpretation

… this transaction,looked at as a whole, should not be reportable as ordinary course for a REIT.This structure is a … acquisition byCompany B if looked at in isolation would be reportable, we believe thesimultaneous transfer to Company C …
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Agree
HSR Informal Interpretations

0612011 Informal Interpretation

… $4 million. Conclusion:The formation of this JV is not reportable. Scenario2: At the time the JV is formed, Company … person) hadassets in excess of $56.7 million, the JV is reportable at the time it isformed. (FMV of the land is in … the building project. Conclusion:This transaction is not reportable at the time it is formed because the JV didnot …
Date
Rule
801.40
Scenario 1 - I agree this not reportable Scenario 2 - The commitment to contribute the $80 MM in land does go to the size of the jv, so you are correct that the size of person test is satisfied...
HSR Informal Interpretations

0612007 Informal Interpretation

… 801.2(d). 1. Can you confirm that this transaction should bereported as a 801.2 (d) consolidation? 2. As part of the …
Date
Rule
801.2(d)
I agree that this should be reported as a consolidation. A, B and C will each file as both acquiring and acquired persons. Pursuant to 803.9(b) there will be only one filing fee for those three...
Federal Register Notice

Charges for Certain Disclosures - Fair Credit Reporting Act

… Charges for Certain Disclosures - Fair Credit Reporting Act Federal Register Notice Charges for Certain Disclosures - Fair Credit Reporting Act 061213faircreditreportingact.pdf … Charges for Certain Disclosures - Fair …
Date
HSR Informal Interpretations

0611007 Informal Interpretation

… valued at $30 million, which iswell below the $56.7 million reporting threshold under section 802.4. As wediscussed, the … $30 million. This amount is wellbelow $56.7 million, the reporting threshold as provided in section 802.4(a). Thus,as … that this analysisconfirms that the transaction is not reportable because the exemptions insections 802.3 and 802.4 …
Date
Rule
802.3(c), 802.4
Correct. This transaction is exempt. The writer stated that the related assets are closely related only to the exempt assets. M. Verne concurs.
HSR Informal Interpretations

0612004 Informal Interpretation

… Y will contribute nonexempt assets to the Joint Venture. Noreportable transactions have occurred to date, but the … to compliance with Item 4(c) at such time as there is areportable transaction. For example, assume that X will … marketsmuch broader than the one implicated in the present, reportable transaction? Our question arises, in part, due to …
Date
Rule
Form Item 4(c)
Only documents that are relevant to that specific "acquisition," i.e., the facility in the particular geographic region.
Displaying 1041 - 1060 of 2689
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