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HSR Informal Interpretations

9103004 Informal Interpretation

… party to the transaction intends to file a Notification and Report Form with regard to the transaction. If any of our …
Date
Rule
7A(c)(1)
3/18/01 - advised - that consideration basis paid for non-income producing tracts - can be excluded from size of transaction if such tracts are separate and distinct from income producing tract. He...
HSR Informal Interpretations

0103004 Informal Interpretation

… is valued at $55 million. A's secondary acquisition of C is reportable:. Do I have to double count in order to determine whether A's acquisition of B is reportable? I can see three possible outcomes: (1) not reportable since control of B is worth less than $50 million …
Date
Rule
803.9 – 801.4
C’s value cannot be excluded from the total value of B. Two fees and filings are required. $125,000 for a acquiring B. & $45,000 for A ACQUIRING C. N. OVUKA AGREES
HSR Informal Interpretations

0102008 Informal Interpretation

… 20% of the v/s of Bsub (a sub of B), valued at $30 million. Reportable? (2) In Year 1, A acquires 30% of the stock of B, … 20% of the v/s of Bsub (a sub of B), valued at $30 million. Reportable? (3) In Year 1, A acquires 20% of the v/s of B1 … of the v/s of B2 (another sub of B), valued at $40 million. Reportable? Interpretation and Discussion: (1) Reportable, …
Date
Rule
802.21
All Correct, except as noted above. B. Michael Verne 3/8/01
HSR Informal Interpretations

0103003 Informal Interpretation

… acquisition of that REIT by another REIT would still not be reportable if the fair market value of the acquired REIT's … of REIT B with and into REIT A would be-exempt from HSR reporting requirements under the REIT Exemption. Even if, … merger of REIT B with and into REIT A would still not be reportable if the fair market value of REIT B's holdings in …
Date
New formal interpretation being written.
HSR Informal Interpretations

0103016 Informal Interpretation

… below, does not require the filing of a Notification And Report Form For Certain Mergers And Acquisitions to comply … Individuals A and B would need to file a Notification and Report Form regarding the transaction described herein. … E nor Individuals A and B will file a Notification and Report Form regarding the above described transaction. Thank …
Date
Rule
801.10
Agree. The distinction in #118 is that the best continued to exist but the shareholder received of his guarantee. N. Ovuka concurs
HSR Informal Interpretations

0103015 Informal Interpretation

… HSR issue Mike: I would like your opinion of the HSR reportability of the transaction described below. Please …
Date
Rule
801.1c
The conveyance of the membership interest which gives A the right designate a majority of the directions of B is viewed as the acquisition of all of the assets of B by A. If the assets are valued in...
HSR Informal Interpretations

0103009 Informal Interpretation

… days after the offer is announced. If the transaction were reportable under the HSR Act and the reviewing agency issued … non-voting securities, the acquisition of which is not reportable under 16 C.F.R. 802.31. You told us that your … segments, are in Europe, however, they will probably report in their HSR filings limited 4-digit SIC code revenue …
Date
Rule
801.1(f), 802.31
We consider these to be voting securities (no conventional), will allow them to closed into escrow with unwind provision. N. Ovuka, J. Parisi, M. Bruno, Agree.
HSR Informal Interpretations

0102007 Informal Interpretation

… and sale of accounts receivable among affiliates is reportable under the Act. I explained that I represent a … thereby removing the requirement for either company to report under the Act. During our February 16, 2001 … would apply and neither company would be required to report this transaction under the Act . Thank you again for …
Date
Rule
7A(c)(1)
Call writer on 2/21/01
HSR Informal Interpretations

0102004 Informal Interpretation

… the LMA may go effective before an HSR notification and report form is filed with respect to any future transaction …
Date
Rule
801.1(c)
Advised the writer, after conferring with DOJ, that the test is whether the acquiring person intends to exercise the option. If so, a filing is required prior to effecting the LMA. J. Sidorov Agrees...
HSR Informal Interpretations

0102003 Informal Interpretation

… discussed earlier this afternoon, would be exempt from reporting under the HSR Act: Company A, a U.S. person, … soon as possible if I have in any way misunderstood the non-reportability of the above described transaction. As always, …
Date
Rule
802.2, 802.3, 802.4
Agree B. Michael Verne 2/13/01
HSR Informal Interpretations

0102005 Informal Interpretation

… effect February 1, 2001, and therefore, that U.S. premerger reporting is not required. Rule 801.15(a) states that exempt … the value of the shares of (redacted). No premerger report in the U.S. is required because such an acquisition …
Date
Rule
802.51 801.15
B. Michael Verne 2/13/01
Federal Register Notice

Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 802

… Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 802 Federal Register Notice Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 … 010201premergernotification.pdf … Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 …
Date
HSR Informal Interpretations

0101002 Informal Interpretation

… purpose: co determining whether the formation of an LLC is reportable under the HSR Act.) Section 801.1(b) of the HSR … analysis, the PNO advised that treatment of LLCs for reporting purposes would depend on determination of whether …
Date
Rule
801.1(b)
Agree with conclusions of domestic LLC. MV concurs.
Displaying 1541 - 1560 of 2689
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