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HSR Informal Interpretations

0505013 Informal Interpretation

… context, I have included two URLs that link to a press reportand a press release concerning the transaction: … the Institutionalinvestors' Co. S shares is arguably a reportable event separate from Co. L'sacquisition of …
Date
Rule
801.11(e), 802.50, 802.51
1) Formation of trust A not reportable 2) Formation of NEWCO is exempt under 802.30 3) L acquisition of 11% of NEWCO is exempt under 802.51 (no control) 4) Trust (via NEWCO) acquisition of 85% of S is...
HSR Informal Interpretations

0504013 Informal Interpretation

… a JV question by you to see if the following transaction is reportable: The transactionis between ABC Corporation and … acquisition by Newcoof the assets of XYZ LLC would only be reportable if the value of those assets exceeds US$53.1 … the acquisition by XYZ LLC of a 33.3% interestNewco is reportable only if, as a result of the transaction, …
Date
Rule
801.2
(1) Agree; (2) correct for corporation. If Newco is an LLC, 33.3% would not be reportable regardless of value.
HSR Informal Interpretations

0504006 Informal Interpretation

… royalty stream is basically a cash equivalent, which is non-reportable. However, your email from December 2001, may … the coming years. Under 801.21 this would appear to be anon-reportable transaction, but we wanted to confirm this. …
Date
Rule
801.21
Agree this is the acquisition of a cash equivalent - not reportable. Update October 27, 2022: This no longer represents the position of the PNO. We do not view the revenue in this scenario as cash...
HSR Informal Interpretations

0504008 Informal Interpretation

… a right to apercentage of royalties, is there any potential reporting requirement triggeredif the purchasing party also … rights to royalties paid for that IP, is there apotential reporting requirement premised on the acquisition of the … the IP, wouldthat subsequent acquisition constitute a reportable acquisition of assets?Section 802.63 suggests …
Date
Rule
801.21, 802.63
Agree that the acquisition of the security interest is non-reportable. In the event of default 802.63 would not be available because this is not a credit transaction.
HSR Informal Interpretations

0504003 Informal Interpretation

… as opposed to net premiums earned. 2. Insurance companies reporting under HSR shall report investment income in addition to any … 5 of the form. 3. For each NAICS code in which revenuesare reported under Item 5 of the form, revenues should be …
Date
Rule
Form Item 5, NAICS
Agree
HSR Informal Interpretations

0503027 Informal Interpretation

… meyesterday regarding the potential applicability of the reporting and waitingperiod requirements of the … tests established in the Act and wouldotherwise be reportable unless there is an applicable exemption in the …
Date
Rule
15USC18a(c)(1) 7A(c)(1)
Confirmed advice. M Verne concurs.
HSR Informal Interpretations

0503024 Informal Interpretation

… with the present right to vote for directors that isreportable. Our client ispurchasing senior secured … grantedin the note purchase agreement would be considered a reportable transaction?Would your analysis differ if the …
Date
Rule
802.31
Advised these are not voting securities.
HSR Informal Interpretations

0503007 Informal Interpretation

… The first of the three dispositions is not a reportable transactionbecause the size of the transaction is …
Date
Rule
801.10, 801.11
Yes. If an entity has been divested do not include sales. If the post-closing adjustment can be reasonably estimated take it into account for acquisition price. If not, use FMV.
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