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HSR Informal Interpretations

0004008 Informal Interpretation

… and Pennsylvania Avenue, N.W. Washington, D.C. 20580 Re: Nonreportability of Transaction Dear Patrick: This letter will … of the Company B voting securities by Company A would be nonreportable under 16 C.F.R. 802.9 since it is being made …
Date
Rule
802.9
called [redacted] 4/25/00. I concur with this letter.
Federal Register Notice

Premerger Notification: Reporting and Waiting Period Requirements

… Premerger Notification: Reporting and Waiting Period Requirements Federal Register Notice Premerger Notification: Reporting and Waiting Period Requirements … 000405premergernotification.pdf … Premerger Notification: Reporting and Waiting Period Requirements …
Date
HSR Informal Interpretations

0004002 Informal Interpretation

… the Merger be recorded as a recapitalization for financial reporting purposes. Following the Merger, the separate … you concluded (i) that each of Parent and Co-investor have reporting obligations under the Act with respect to the …
Date
Rule
801.40, 7A(c)(10)
Agree. Acquisitions of v/s of successor corporation pro rata to holdings inNewco is exempt under c(10). Note that this would produce a differentresult if target were a subsidiary of acquisition post...
HSR Informal Interpretations

0004005 Informal Interpretation

… complexities I wanted to discuss with you the question of reportability under the HSR Act. In particular, I want to confirm, if possible, that no reportable transaction is occurring because "A", through …
Date
Rule
801.1(c), 802.1(d)
Despite entering into the trust agreement, the [illegible] of beneficial ownership for these assets do not pass from C to B, therefore, no acquisition has taken place. Alternatively, even if it was...
HSR Informal Interpretations

0004007 Informal Interpretation

… are being contributed to the LLC, this is a potentially reportable event under Formal Interpretation 15. The parties … values can be used, then neither A nor B would be making a reportable acquisition. However, another way of viewing the …
Date
Rule
801.10(c)
Agree with the writer's conclusion. N. Ovuka agrees.
Early Termination Notices

20002202: Green Equity Investors II, L.P.; Midwest Publishing Statutory Trust

… Shopper, Sturgis Journal, The Weekender (TMC) Adrian Daily Reporter, Adrian Medley (TMC) Sturgis Getaway Shopper, Coldwater Daily Reporter The Reporter Extra (TMC), Coldwater Shoppers Guide Midwest …
Date
Acquiring Party
Green Equity Investors II, L.P.
Acquired Party
Midwest Publishing Statutory Trust
Acquired Entities
Adrian Access Shopper, Sturgis Journal, The Weekender (TMC)
Adrian Daily Reporter, Adrian Medley (TMC)
Sturgis Getaway Shopper, Coldwater Daily Reporter
The Reporter Extra (TMC), Coldwater Shoppers Guide
HSR Informal Interpretations

0003005 Informal Interpretation

… result that when someone acquires shares during an IPO in a reportable transaction, the transaction does not qualify as …
Date
Rule
Isn't a purchase of stock in an IPO essentially an open market purchase? Couldn't we extend 801.30 treatment to such an acquisition on that basis?
Isn't a purchase of stock in an IPO essentially an open market purchase? Couldn't we extend 801.30 treatment to such an acquisition on that basis? R. Smith concurs that as long as there is no contract...
HSR Informal Interpretations

0003007 Informal Interpretation

… Act purposes. We concluded that the consolidation would be reportable under the HSR Act with Companies A and B being … Newco Common Stock by the individual shareholder would be reportable under the HSR Act. If an individual shareholder …
Date
Rule
801.1(e)
Agree with the writer's conclusion. This is true only if A & B (or their successors) remain as entities which are subs of Newco. If A & B disappear into Newco in the consolidation, this not applicable...
HSR Informal Interpretations

0003004 Informal Interpretation

… the acquiring person need not file a HSR notification to report its acquisition of additional shares during the IPO … of share's Y's voting securities during Y IPO would not be reportable because thresholds would not be satisfied or an …
Date
Rule
801.10, 801.10, 7(A)(c)(10)
Agree with writer's conclusions. M. Bruno 3/10/00
HSR Informal Interpretations

0003003 Informal Interpretation

… set of facts, summarized herein, does not give rise to a reporting requirement under the HSR Act. By way of … Public's acquisition of Private's voting securities is not reportable because Private is its own ultimate parent entity … 16 CFR 801.2(e), each of these acquisitions is also non-reportable, either because the $15 million …
Date
Rule
802.9
Agree this is exempt under 802.9. T. Hancock concurs. B. Michael Verne 3/9/00
HSR Informal Interpretations

0002014 Informal Interpretation

… set of facts, summarized herein, does not give rise to a reporting requirement under the HSR Act. By way of … control) of Company B ("B") in a transaction that was not reportable under the HSR Act because the basic, … securities of B in the Equity Financing would have been reportable under the HSR Act but the fact that it was exempt …
Date
Rule
7(A)(c)(10)
The increase in A's percent held is not a result of any action taken by A, and A is not in any way instrumental in causing the redemption which will result in the increase. A has not made an...
HSR Informal Interpretations

0002015 Informal Interpretation

… yourself, and me. In particular, the issue concerned the reportability under the Hart-Scott-Rodino Premerger … of the formation of the German joint venture as non-reportable since the FTC would treat this as the formation … assets in the joint venture limited partnership as a non-reportable event. Our other question was whether this …
Date
Rule
Partnership Foundation
Since B hold 100% of the partnership . . . , it does not exist for HSR purpose with a second person (A) receive interests. this event is considered the formation. We would view this as the formation...
HSR Informal Interpretations

0002004 Informal Interpretation

… H-316 Washington, D.C. 20580                           Re:Reportability of an Acquisition of Intellectual Property in … be valued in determining whether the L.L.C. formation is reportable. Again, if I have misstated the facts or the …
Date
The is no need for Y to exercise the rights it has retained or even to have the intention to exercise the rights. The fact that it has retained the assets makes this a non-exclusive license. B...
HSR Informal Interpretations

0002011 Informal Interpretation

… and must be analyzed separately to determine whether it is reportable. See 43 F.R. 33,499 (July 31, 1978). However, the … in the SBP, you agreed that the transaction was not reportable, so long as only German voting securities were … of United States assets from the purchaser was potentially reportable, as in itself this aspect of the transaction …
Date
Rule
802.52, 802.30, 801.10(c)(3)
A case with the conclusions of the writer, subject to the comments noted above. T. Hancock concurs. B. Michael Verne UPDATE March 23, 2015: The PNO’s current position is that where the primary...
HSR Informal Interpretations

0001012 Informal Interpretation

… necessary to provide in your Department a notification and report because the two individuals acquiring the stock in … our conversation I will not be filing a notification and report under the Hart-Scott-Rodino Anti-Trust Improvements …
Date
Rule
802.20(b)
Assuming that this is not structured in this manner to avoid filing, the transaction does not satisfy the size of transaction test. B. Michael Verne 1/28/00.
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