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HSR Informal Interpretations

9905010 Informal Interpretation

… NW, Room 303 Washington, D.C. 20580 Re:Confirmation of Non-Reportable Transaction Dear Mr. Vern: In our telephone … Trade Commission (FTC) is that this transaction is non-reportable under the Hart-Scott Rodino Antitrust … the FTCs informal position that the Transaction is non-reportable under the Act by signing this letter where …
Date
Rule
7A(c)(2)
None noted
HSR Informal Interpretations

9905011 Informal Interpretation

… 303 Washington, D.C. 20580 Subject: Confirmation of Non-Reportable Transaction: Dear Mr. Vern: In our telephone … Trade Commission ("FTC") is that this transaction is non-reportable under the Hart-Scott-Rodino Antitrust … the FTC's informal position that the Transaction is non-reportable under the Act by signing this letter where …
Date
Rule
7A(c)(2); 802.1; 802.4
See below
HSR Informal Interpretations

9904012 Informal Interpretation

… purchase option, does not require that a Notification and Report Form be filed under the Act. [STAFF NOTE (MV): Potentially reportable when option is exercised.] I will call you …
Date
Rule
801.40; 801.10; 801.11(e)
Agree that this transaction is not reportable. B. Michael Verne 4/30/99 Dick Smith concurs. (also see margin notes below)
HSR Informal Interpretations

9904008 Informal Interpretation

… for-profit corporation is not involved, then at most a non-reportable joint venture would be involved. See … liability company joint ventures, which only requires reporting if one of the participant ends up controlling the …
Date
Rule
802.2(d); FI #15; See ABA Practice Manual ## 109 and 115
Called writer on 4/27/99. Control of respective expanded boards is not taking place. No HSR filing required. R.S. Agrees. Alice Villavicencio [note-1-self perpetuating board]
HSR Informal Interpretations

9904009 Informal Interpretation

… and Acquired Persons plan to file HSR Notification and Report Forms. After termination of the HSR waiting period, … acquire the Series C Preferred Stock in the future is not reportable. See Interpretation 51 of the Premerger …
Date
Rule
801.1(f); 802.23; 802.31;801.30
4/26/99 - Called writer and agreed with his conclusions. Confirmed that Acquiring Person would need to file as an 801.30. RBSmith
HSR Informal Interpretations

9904006 Informal Interpretation

… and (redacted) of our office regarding the exemption from reporting requirements contained in Section 802.2(e) of the … of a hotel facility. Section 802.2(e) exempts from reporting requirements the acquisition of a hotel, but …
Date
Rule
802.2(e); 802.5
Agree - The acquisition of the realty associated with the hotel and casino, where none of the licenses or gaming equipment is being acquired, can be exempted under 802.2(e). The acquisition of the...
HSR Informal Interpretations

9904002 Informal Interpretation

… Room 303 Washington, D.C. 20580 Re: Hart-Scott-Rodino: Non-reportability Relating to the Formation of a Not-For-Profit … March 26, 1999 regarding the non-applicability of the reporting requirements of the Hart-Scott-Rodino Antitrust … of three nursing home facilities would be subject tot he reporting requirements of the HSR Act because: (1) neither …
Date
Rule
801.40; 801.10
4/6 Formation of NewCo - nonreportable. Acquisition by B of nursing homes is reportable - $27.0 mm is fair market value of assets, not equalization payment [note 1 - not equalization payment, but...
HSR Informal Interpretations

9904001 Informal Interpretation

… is not requirement to file a Premerger Notification and Report Form under Section 18a of the Clayton Act. I very …
Date
Rule
801.10
Called (redacted) 4/2/99 This is ok since it is a bona fide lease and not a purchase of assets [note 1-ok]-[note 2-ok]-[note 3-ok]-[note 4-ok]
HSR Informal Interpretations

9903021 Informal Interpretation

… me know whether we should make a Premerger Notification Report Form filing for this transaction. My very best …
Date
Rule
801.10
Per (redacted) 4/1/99 - will lease the (redacted) and equipment. No assets will be acquired in this transaction. Called (redacted) 4/1/99. PS [note- 1-three adjacent counties]-[note 2-I disagree, they...
HSR Informal Interpretations

9904013 Informal Interpretation

… and regulations on the Hart-Scott-Rodin Act exempts from reporting certain real estate acquisitions, including the … test is not met and the transactions are not reportable. Please call (redacted) confirm that this letter …
Date
Rule
802.2(d)
[note 1- one method proxy for fair market value of non-exempt assets]
HSR Informal Interpretations

9903015 Informal Interpretation

… and I discussed whether the filing of a Notification and Report Form under the Hart-Scott Rodino Antitrust … of the joint operating arrangement described above are not reportable events under the HSR Act. After you have reviewed …
Date
Rule
801.40; 802.40
3/26/99 Advised writer that formation of Newco was non-reportable under 801.40. It does not have $10 MM in assets and, as a 501(c)(3) non-profit, would not issue voting securities. Advised writer...
HSR Informal Interpretations

9903017 Informal Interpretation

… and Pennsylvania Avenues, N.W. Washington, D.C. 20580 Re: Reportability of Multi-step Transaction as Single HSR Filing …
Date
Rule
801.40
For purpose of this analysis, necessary 801.40 size-of-person tests are presumed to be met. 3/25/99 - Writer confirms that JV is a $100 MM person. RB Smith [note-1- "$15 million or" excised "than $15...
HSR Informal Interpretations

9903009 Informal Interpretation

… that the acquisition of the additional shares is not reportable under the (c)(10) exemption, because the …
Date
Rule
7A(c)(10)
3/17/99 - Called e-mail sender and advised that his conclusion was correct. Stock acquisition is exempt under 7A(c)(10). Stated that asset acquisition could be reportable, however. Writer agreed and...
HSR Informal Interpretations

9903007 Informal Interpretation

… Items 5 and 7 and whether such entity would be required to report revenue information by SIC Code for such items. As I … 5 and & and the non-U.S. acquirer would not be required to report revenue information by SIC Code for such activities. … the purposes of Items 5 and 7 and would be required to be reported by SIC Code as a wholesaler or retailer of such …
Date
Rule
803.1 (the Form) items 5 & 7
called (redacted) 3/12/99. I concur with this letter
HSR Informal Interpretations

9903004 Informal Interpretation

… February 19, 1999 that the following transaction is not reportable under the Hart-Scott-Rodino Act of 1976, as … for the U.S. customers in Bermuda. As a result, C does not report U.S. income from those policies for U.S. tax … insurance company that insures U.S. customers, but does no report the premiums received from these customers as U.S. …
Date
Rule
802.51; 802.20
No aggregation required of D & C. One can carve out 802.50(b) from the size-of transaction (which is also used in 802.20). This allows you to apply 802.20 for the remaining acquisition of 20% of C for...
HSR Informal Interpretations

9903003 Informal Interpretation

… and Pennsylvania Aves., NW Washington, D.C. 20580 Re: Nonreportability of Transactions Dear Nancy: This letter will … conversation earlier today at which we discussed the reportability of the following transactions under the … As we discussed, neither of these transactions are reportable under the HSR Rules, under 16 C.F.R. 802.2(c) as …
Date
Rule
802.2(c)
Agree
Displaying 1721 - 1740 of 2689
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