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HSR Informal Interpretations

0602013 Informal Interpretation

… 4(c) forthe Seller (in a transaction in which the Seller is reporting only as theacquired person), even if the Seller …
Date
Rule
Form Item 4(c)
As long as the buyer does not take documents from the due diligence room, ordinary course documents of the seller wound not qualify as 4(c).
HSR Informal Interpretations

0602009 Informal Interpretation

… an additional term of three years. Is this a non-reportable $45million transaction or a reportable $90 million transaction? If the former isthe renewal likewise a non-reportable $45 million transaction? Would the801.13(b)(2) …
Date
Rule
801.10
I think there are a couple of ways to look at this. One would say that you are acquiring an asset (either a 3 year or 6 year exclusive right to IP), the acquisition price is undetermined because you...
HSR Informal Interpretations

0602026 Informal Interpretation

… the conclusion thatthe transaction was exempt from reporting under 7A(c)(4), again subject only tothe … by the minority shareholders would not satisfypertinent reporting thresholds if analyzed separately. I initiated my …
Date
Rule
15USC18a(c)(4) 7A(c)(4)
Transaction is reportable. M. Bruno and N. Ovuka concur.
HSR Informal Interpretations

0602006 Informal Interpretation

… (i.e., the conversion of the nonvoting securities) was notreportable, and that a filing was required for the secondary … make Individual C the UPE of Companies B and C such thatthe reportable event is Company A's acquisition of 50% or more …
Date
Rule
801.2, 801.4
The primary acquisition of Ds v/s by A is exempt. Secondary acquisition of v/s of B & C are potentially reportable.
HSR Informal Interpretations

0602002 Informal Interpretation

… of non-US revenue and struggling a bit with how to properly report itfor purposes of Item 5. We're wrestling with the … Practice Manual ("sales of productsmanufactured by the reporting person in its own plants located outside theUnited … guidance. Parent is a US-based companythat will report under two separate 6-digit NAICS manufacturing codes. …
Date
Rule
Form Item 5
For the subsidiary incorporated in the US but which has its sole location outside the US where it does manufacturing, do not report anything in Item 5 for direct sales either to US or non-US customers...
HSR Informal Interpretations

0601025 Informal Interpretation

… of Y exceed $53.1 MMin value, there are no potentially reportable secondary acquisitions either.The acquisition of …
Date
Rule
802.4
The acquisition of Y by X is exempt under 802.4. Because none of the minority holdings of Y exceed $53.1 MM in value, there are no potentially reportable secondary acquisitions either. The acquisition...
HSR Informal Interpretations

0601021 Informal Interpretation

… & Pennsylvania Avenue NW Washington, DC 20508-0001 Re:Reportability of Like-Kind Exchange of Assets Dear Mike: … detail within, P's acquisition ofG's plant will not be HSR-reportable but Buyer's acquisition of P's plant willrequire … nor G LLC's acquisition of the G plant will beseparately reportable. Iwould appreciate your confirmation of the …
Date
Rule
801.1(b), 802.30
Agree. N Ovuka concurs.
HSR Informal Interpretations

0601017 Informal Interpretation

… ultimate parententity of LP, and filed a notification and report form with respect to theacquisition of the voting … given in the Letter, LP must file a notification and report form andobserve the statutory waiting period before …
Date
Rule
802.21
Agree. N Ovuka and M Bruno concur.
HSR Informal Interpretations

0601007 Informal Interpretation

… Friday regarding a proposedtransaction and whether it is a reportable under the Hart-Scott-Rodino Act. Aswe discussed, … The transaction would otherwise meet the size thresholds forreporting. Underan interpretation of section 802.30 of the … securities bythe ESOP directly from the Company is also not reportable. You advised that thetransaction, as described …
Date
Rule
802.30, 802.35
Agree. N Ovuka concurs.
HSR Informal Interpretations

0601006 Informal Interpretation

… from the purchase of the Operating Unit,would not be reportable because it would fall within the 802.1 exemption … with us that the transaction as outlined above is not reportable becausethe lease and purchase of the Equipment …
Date
Rule
801.10, 802.1
Agree. M Verne concurs.
Federal Register Notice

Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 803

… Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 803 Federal Register Notice Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 … 051230premergernotification.pdf … Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 …
Date
HSR Informal Interpretations

0512024 Informal Interpretation

… NOT give rise to anyobligation to file a Notification and Report Form because, taken together, thenon-exempt elements … for asa capital lease, and while operating leases are not reportable, the status ofcapital leases under the HSR rules …
Date
Rule
801.1(c)
Agree.
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