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HSR Informal Interpretations

0206007 Informal Interpretation

… B's only asset is a 30% interest in Partnership C, is not reportable under the Act. You explained that the Premerger … only asset is a minority interest in a partnership is not reportable even if the purchase price of the voting …
Date
Rule
802.4
6/23 Confirmed advice by phone. Position only applies to minority interest, and not if it results in 100% of the LP interests. If issuer holds a majority interest in an LP, the value of the underlying...
HSR Informal Interpretations

0206005 Informal Interpretation

… and material is not viewed as a premerger notification and report filing such that it triggers the statutory waiting …
Date
Rule
7A(c)(6)
Advised writer by phone that I agree with the advice. It is the view of the Premerger Notification Office that the transaction is exempt under (c)(6). MV concurs.
HSR Informal Interpretations

0205017 Informal Interpretation

… Michael Verne - Re: Workshop on the Notification and Report Form From: (redacted) To: Michael Verne Date: 5/30/02 Subject: Re: Workshop on the Notification and Report Form If a company acquires assets that constitute well below 50 percent of an entity in a non reportable transaction must the 1997 revenue attributable to …
Date
Rule
Item 5
The revenues attributable to those assets should be reported as Products Added in 5(b)(ii) with the most recent year revenues by 10-digit code. The theory is that unless you acquired a controlling...
HSR Informal Interpretations

0205022 Informal Interpretation

… assets generate more than $50 in US sales. Would you the reportable deal include the US based assets or just the …
Date
Rule
802.50
Advised that in the above scenario, both the US and foreign assets would be held as a result of the acquisition. The sales attributable to the U.S. assets are irrelevant to the analysis.
HSR Informal Interpretations

0205023 Informal Interpretation

… for the LLC interests owned by the Trust. Analysis of Reportability I believe that the latest informal … $50 million), I believe that the transaction would not be reportable. Further, even if LLC is controlled by Company B …
Date
Rule
7(A)a)(3)
Advised writer by telephone that transaction is not reportable. RS and PS concur.
HSR Informal Interpretations

0205025 Informal Interpretation

… in determining whether the size-of-transaction premerger reporting thresholds have been met. Based upon our … Condition section of the September 2001 NCUA 5300 call report (copy attached) as a reference document, it is our … assets, we further understand that the real property assets reportable in NCUA Account Code 798 (line 24) and Code 007 …
Date
Rule
801.10
This agrees with our discussions with CUNA representatives and counsel in various meetings. N. Ovuka concurs.
HSR Informal Interpretations

0205026 Informal Interpretation

… transaction and obtained your informal advice on the reportability of the proposed transaction under the … the transaction threshold for pre-merger notification reporting purposes under the Hart-Scott-Rodino Act. You … is that an acquisition of a partnership interest is not a reportable event unless 100% of the partnership is acquired …
Date
Rule
801.10
I concur. Called (redacted) and (redacted)
HSR Informal Interpretations

0205027 Informal Interpretation

… the following items shown on (redacteds) NCUA 5310 call report, a copy of which we have attached (line references … to natural persons. Consequently they use different call report forms in reporting their financial condition to the NCUA. While the …
Date
Rule
801.21
Agree the size-of-transaction is less than $50 MM. See attached. N. Ovuka concurs.
HSR Informal Interpretations

0205002 Informal Interpretation

… below, you stated that the transaction would not be reportable based upon the exemption in 17 C.F.R. 802.71. We … 2002, approximately $106 million of (redacted) funds were reported missing. Published reports alleged that the money had been illegally diverted …
Date
Rule
802.71
None noted
HSR Informal Interpretations

0205013 Informal Interpretation

… that the situation outlined above would not constitute a reportable event for HSR purposes. Please feel free to …
Date
Rule
801.2
Beneficial ownership of the underlying IP does not appear to pass to the licensee under this arrangement. Advised that no filing is required. N. Ovuka concurs.
HSR Informal Interpretations

0205015 Informal Interpretation

… 601 Pennsylvania Avenue, N.W. Washington, DC 20580 HSR Reportability of Acquisition of Foreign Assets and Voting … the time to talk with (redacted) and me yesterday about the reporting requirements for the sale of voting securities and … of foreign assets or voting securities is subject to the reporting requirements turns on whether there were sales "in …
Date
Rule
802.50 802.51
Title and risk of loss pass outside of U.S. This does not constitute sales into U.S. N. Ovuka concurs.
HSR Informal Interpretations

0204003 Informal Interpretation

… set forth in Exhibit A, we should analyze all sequences and report for the minimum number of reportable transactions. The first transaction in the … simultaneous but rather should "analyze all sequences and report for the minimum number of reportable transactions." …
Date
Rule
801.2(d)
Writer was called on 4/18/2002 and informed that the parties would be required to file for the consolidation and for shareholder Rs purchase of stock in Z (the new company). Shareholder R will hold a...
Displaying 1461 - 1480 of 2689
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