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HSR Informal Interpretations

0112004 Informal Interpretation

… in determining whether the size-of-transaction pre-merger 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
Agree
HSR Informal Interpretations

0112007 Informal Interpretation

… value of A Co. is less than $50 million, the only potential reportable transaction would be the deemed acquisition of B … a 20% stake in Holdco. That acquisition will not be reportable if Z is not a $10 million person or if the 20% …
Date
Rule
801.2
Agree. N. Ovuka concurs.
HSR Informal Interpretations

0112008 Informal Interpretation

… Interpretation No. 15: The PNO will henceforth treat as reportable the formation of the formation of an LLC if (1) … should require the transaction to meet the requirements for reportability of an LLC formation. Thus, while two … arc viewed separately, my client should still not incur any reporting obligations. The acquisition of S will not be …
Date
Rule
FI 15
Agree. This does not create a reporting obligation under Formal Interpretation 15 regardless of whenever the two events occur. Simultaneously or in two steps. N. Ovuka concurs.
HSR Informal Interpretations

0112009 Informal Interpretation

… $SO million of voting securities and therefore needs to report the transaction. Then the purchaser may acquire only … on the facts outlined above, you agreed that A need riot report the acquisition of the U and V shares so long as they …
Date
Agree with interpretation. MV concurs
HSR Informal Interpretations

0111011 Informal Interpretation

… the transfer of the v/s of the sub of C is potentially reportable; cash and debt are not Acquisition of additional …
Date
Rule
7A(c)(10) 802.30
Steps -5 constitute a reorganization which would be exempt under 7A(c)(0) assuming no shareholder of A would hold a higher percentage of v/s in NewA. Step 6 (at which time NewA has become the...
HSR Informal Interpretations

0111007 Informal Interpretation

… a continuum theory to subsume the Tender Offer within the reportable Asset Sale in light of the fact that (i) the …
Date
Rule
801.2
Advised the writer that if Acquired Company held any assets other than cash or cash equivalents after the asset transfer, then the tender offer could not be subsumed in the reportable acquisition of...
HSR Informal Interpretations

0111008 Informal Interpretation

… of New LLC is exempt. The acquisition of assets from C is reportable (because the purchase price, and presumably the …
Date
Rule
FI 15
11/29 Version 2 appears to be an installment purchase. Cash being paid to C after formation. A & B should bile as acquiring persons for Cs assets. MV & RS concur.
HSR Informal Interpretations

0111010 Informal Interpretation

… of its option to acquire (redacted)would not be Hart-Scott reportable. You advised that the value of the untradedvoting … would be less than $50 million, the transactionwould be non-reportable, regardless of the fact that (redacted) …
Date
Rule
801.10
The parties are able to close. No withdrawal is required. No refund of filing fee. M. Bruno concurs. B. Michael Verne 11/29/01
HSR Informal Interpretations

0111001 Informal Interpretation

… a continuum theory to subsume the Tender Offer within the reportable Asset Sale in light of the fact that (i) the …
Date
Rule
801.2
Advised the writer that if Trust is included within the acquiring person making the tender offer, the tender offer cannot be subsumed in the reportable asset acquisition since a portion of the assets...
HSR Informal Interpretations

0111004 Informal Interpretation

… States. I would like to confirm whether a Notification and Report Form is required in connection with these … 802.51(b). Accordingly, we believe that no Notification and Report Form must be filed in connection with this …
Date
Rule
802.50 802.51
Agree. Called writer on 11/14/2001. AV. These transactions are exempt. The acquisitions by U.S. corp. and foreign corp. are exempt under 802.50(c), and 802.51(b) respectively. MEG concurs.
HSR Informal Interpretations

0110009 Informal Interpretation

… Street & Pennsylvania Avenue, N.W. Washington, DC 20580 Re: Reportability of Proposed Sale of Portfolio of Manufactured … of the Premerger Notification Office staff regarding the reportability of a proposed transaction under the …
Date
Rule
7A(c)(1) 7A(c)(2)
10/25/01 Agree the transaction is exempt under (c)(1) and (c)(2). MV concurs.
HSR Informal Interpretations

0110008 Informal Interpretation

… if the bidder and target can file a joint notification report? Thanks for your help. Regards, (Redacted) To the FTC … Person must file two copies of the Notification and Report Form with one set of documentary attachments; and the … Person also must file two copies of the Notification and Report Form with one set of documentary attachments. (This …
Date
Rule
Filing instructions 803.5
Answer is also based on telephone conversation in early a.m. AV
HSR Informal Interpretations

0110006 Informal Interpretation

… is your advice that the sale of the loan portfolio is not reportable under the HSR Act. If my understanding is …
Date
Rule
7A(c)(1)
Not reportable 10/11. Company A continues to conduct loan activities so transaction is not reportable. The above would not apply to credit card portfolios. NMO. MV concurs
Cases and Proceedings

Hearst Trust, The, and The Hearst Corporation., U.S. (for the FTC)

… to include required documents in the notification and report form file in 1998 for the proposed acquisition of …

Hearst and its subsidiary paid a $4 million civil penalty to settle charges that they failed to include required documents in the notification and report form file in 1998 for the proposed acquisition of Medi-Span International, Inc. The complaint alleged that the omitted documents hindered the antitrust agencies in their review and analysis of the proposed acquisition. The complaint, stipulation and final judgment were filed in U.S. District Court for the District of Columbia by Commission attorneys acting as special attorneys to the United States Attorney General. During fiscal year 2001, the Commission filed a related complaint for a permanent injunction alleging that Hearst and First DataBank created a monopoly through the acquisition of Medi-Span, First DataBank's only other competitor selling software and data detailing information for pharmaceutical prices, descriptions, dosages, and interactions. The Final Order and Stipulation requiring divestiture and disgorgement of profits was entered December 18, 2001.

Type of Action
Federal
Last Updated
FTC Matter/File Number
9910323b
HSR Informal Interpretations

0110005 Informal Interpretation

… The acquisition of the LLC interest is potentially reportable, assuming that the size of transaction test is met. (The formation of the LLC was not a reportable event, and Buyer has not had previous occasion to …
Date
Rule
FI 15 802.1
Agree nothing reportable. B. Michael Verne 10/9/01
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