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HSR Informal Interpretations

0310004 Informal Interpretation

… October 22, 2003 7:21 PM To: Verne, Michael Subject: reportabilityquestion Mike: Hope you-can help out with this … A. My take is as follows: 1. The formation of Newco is notreportable because no one will hold $50M or more of Newco … stock. 2. The acquisition of Target byNewco will only be reportable if A is Newco's UPE (if Newco is its own …
Date
Rule
801.40 801.11(e)
Agree this is non-reportable. No person is acquiring more than $50 MM in Newco voting securities at its formation. In the acquisition of target, Newco has no assets in determining its size of person...
HSR Informal Interpretations

0310001 Informal Interpretation

… of the money and the hospital tothe LLC would not be reportable under a Act. You explained that under … 15, the formation of an LLC is not potentially reportable unlesstwo previously existing businesses under … that in this transaction the critical event fordetermining reportability is not when the LLC initially was formed, but …
Date
Rule
FI 15 801.90
the formation occurs for HSR purposes when more than one person receives interests.
HSR Informal Interpretations

0309008 Informal Interpretation

… and (2) additional assets ("Remaining Assets") that have a reported value of $9 million but a fair market value of $11 … value for the Remaining Assets of B. In this context, the reported value of the remaining assets is approximately $9 … for determining the size of the transaction for HSR reporting purposes for this proposed merger. Provided that …
Date
Rule
801.10
09/30/03 I agree with the methodology. M Verne concurs.
HSR Informal Interpretations

0309009 Informal Interpretation

… original image file) Question: Is this 1 or 2 potentially reportable transactions' ? (Staff comment: 1 Step 2) Is the … whether the acquisition by A of voting securities in C is reportable? (Staff comment: No investment asset) … 0309009 …
Date
Rule
801.2
09/24/03 Refer to Questions/answers below. N Ovuka concurs.
HSR Informal Interpretations

0309007 Informal Interpretation

… D.C. 20580 Re: Confirmation of Informal Advice regarding Reporting Obligations Where Asset Value Is Disputed Dear Ms. … obligations or of any consequences for its decision not to report.) If I have not correctly stated the Premerger …
Date
Rule
801.10
09/22/03 Confirmed advice. M Verne concurs.
HSR Informal Interpretations

0309003 Informal Interpretation

… Ms. Berg: As we discussed today, in the Notification and Report Form filed on August 27, 2003, (redacted) reported its intent to acquire all of the outstanding stock … to file amendments to their respective Notification and Report Forms that they filed on August 27, 2003. Should you …
Date
Rule
Form
09/15/03 Called writer and confirmed.
HSR Informal Interpretations

0309005 Informal Interpretation

… between A, B and C referenced above would not be reportable based on the 16 CFR Section 802.51 exemption, and … and X, while not eligible for such exemption, would not be reportable based on the Premerger Notification Office's …
Date
Rule
802.51 801.4
09/10/03 Agree UPDATE March 23, 2015: The PNO’s current position is that where the primary acquisition is exempt under 802.51 or 802.52, any secondary acquisition (as defined in Section 801.4(a)) is...
HSR Informal Interpretations

0308003 Informal Interpretation

… HSR Advice Hi Mike - I am hoping for your guidance on the reportability of the following transactions: Pursuant to an … you can confirm that neither of these transactions will be reportable as follows: **Transaction 1 should not be reportable because the two businesses being contributed are …
Date
Rule
7A(c)(4) 802.30
Agree This is non-reportable.
HSR Informal Interpretations

0307013 Informal Interpretation

… According to the Formal Interpretation, the .deal is not reportable. That is, as I understand it, the new LLC does not have to file a report. HOWEVER, do A and B still have to file reports in their capacities as acquiring or acquired …
Date
Rule
FI 15
07/30/03 Advised that this is not reportable.
HSR Informal Interpretations

0307011 Informal Interpretation

… Office ("PNO") has not changed its view with respect to the reporting of acquisitions of partnerships. That is, unless … interests, an acquisition of partnership interests is not a reportable transaction. 2_ Formation of LLC's. You also confirmed that the formation of an LLC is not reportable unless two or more operating businesses are …
Date
Rule
FI 15
07/22/03 Confirmed with writer that none of the various steps in the transaction constitutes a reportable event. MV concurs.
HSR Informal Interpretations

0307012 Informal Interpretation

… LLC interests, the I take it A would have two potentially reportable events -- (1) the acquisition of the stock of B, …
Date
Rule
801.2
07/21/03 Advised that acquiring a controlling interest in B would result in two potentially reportable acquisitions. However, if Bs only holding was the 25% interest in LLC, only one filing would be...
HSR Informal Interpretations

0307010 Informal Interpretation

… C? If it is part of the formation, would the transaction be reportable where neither A nor LLC B control LLC C? Also, it …
Date
Rule
FI 15
07/18/03 Advised writer that this appears to be an acquisition by LLC C of assets of Company D from a natural person rather than part of the formation of LLC C because natural person will not directly...
HSR Informal Interpretations

0307008 Informal Interpretation

… our conversation, you agreed that this would not be a reportable transaction, as it falls within the exemption in … state within the U.S., and that such transactions are not reportable by virtue of the Section 7A(c)(10) exemption. I …
Date
Rule
7A(c)(10)
07/17/03 Agree
HSR Informal Interpretations

0307006 Informal Interpretation

… advice today that the following transaction is not reportable under the Hart-Scott-Rodino Antitrust … third parties. The formation of Newco will therefore not be reportable because no shareholder's acquisition of Newco … acquisition of Target's voting securities will also not be reportable. Please contact me if the foregoing does not …
Date
Rule
801.11(e)
07/15/03 Based on the language in the SBP (52FR6707, 3/6/87) explaining the underlying rationale for expanding the exclusion to include incidental expenses which are not consideration, we have taken...
Displaying 1381 - 1400 of 2689
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