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HSR Informal Interpretations

9511001 Informal Interpretation

… circumstances described below, a transaction would not be reportable under the Hart-Scott-Rodino Antitrust …
Date
Rule
801.10(a)(ii)(2)
11/29/95 - Advised writer that acquisition price is sum of $12.1MM, $.7MM, and $2MM plus a good faith estimate on part of buyer as to what amounts of as needed inventory it will purchase from seller...
HSR Informal Interpretations

9511011 Informal Interpretation

… rata to shareholders of B. The merger of B into D will be a reportable transaction. I understand that the acquisition of …
Date
Rule
802.10; 802.30
11/22/95 - Advised writer that distribution of his stock by B to Bs present shareholder is exempt under our present reading of 802.10. (Distributing to controlling shareholder also exempt under 802.30...
HSR Informal Interpretations

9511009 Informal Interpretation

… Avenue, NW, Room 303 Washing ton, D.C. 20580 Re: Reportability of LLC Formation Dear Dick: This letter is to … to As nominee for CEO. B will appoint the COO, who will report to the CEO. *A limited number of highly material … We believe that the proposed transaction is not H-S-R reportable under the Staffs previously announced standards …
Date
Rule
801.40
11/21/95 - Advised writer that formation of LLC is non-reportable. The outside persons appointed to the Advisory Board will not be functioning as members of a corporate board function. Although...
HSR Informal Interpretations

9511003 Informal Interpretation

… below, that the formation of the LLC would not be a reportable transaction under the Hart-Scott-Rodino Antitrust … would be met and that the formation of the LLC would be a reportable transaction if the joint venture were formed as a … formation of the LLC will not be subject to the premerger reporting requirements of the Act. If this understanding is …
Date
Rule
801.40
11/16/95. Writer confirmed that Corporation B and C are under common control so that a 70% membership interest in the proposed LLC will be held by one person. Based on facts presented here, I advised...
HSR Informal Interpretations

9510012 Informal Interpretation

… described above are not required to file a Notification and Report Form For Certain Mergers and Acquisitions (the Form) …
Date
Rule
7A(c)(3); 801.1(b)(i)(ii) and (2)
11/2/95 - Writer explains that last full sentence on Pg. means that A will form a wholly owned sub & B will form a wholly owned sub, which will be members (with C) of LLC. Advised that since an...
HSR Informal Interpretations

9510009 Informal Interpretation

… after H has acquired B1, the acquisition of B2 appears reportable, but the acquisitions of B3 through B6 would not appear reportable. [If alternative orders are examined, it appears … ordering the acquisitions of both B1 and B3 would appear reportable. Is there any reason that the staff would require …
Date
Rule
801.40; 801.2(d)
10/27/95 - talked with writer. As to l., the joint formation seems to be in connection with a subsequent merger. (Also, forming persons are not $10MM in size and thus not reportable under 801.40). As...
HSR Informal Interpretations

9410012 Informal Interpretation

… for purposes of the HSR Act, and file one notification and report form covering both transactions. While this would be …
Date
Rule
802.50(b), 801.21
I disagree with the PMN Office approach in #268. (AS concurs). Have advisedto file as one transaction because of nexus with the U.S., 802.50 does not apply tothe second part. Called (redacted) 10-25...
HSR Informal Interpretations

9512010 Informal Interpretation

… does not view the formation of a partnership as a reportable transaction. Based on our conversations, we … (and the attendant contribution of assets to the LLC) as a reportable transaction, provided the following conditions …
Date
Rule
801.40
110/23 Spoke to writer: Exemptions are limited to officers and directors but can include employees of either side.
HSR Informal Interpretations

9509010 Informal Interpretation

… you agreed that the following transaction would not be reportable under the Hart-Scott-Rodino Antitrust … the Internal Revenue Code does not render the transaction reportable since the Intermediary will be merely serving as …
Date
Rule
802.1; 7A(c)(1)
Does Intermediary get beneficial ownership at any time? No Intermediary is not acquiring anything. The acquisition by purchaser (a REIT) is exempt under 802.1 or C-1. Talked to (redacted) 9/22/95
HSR Informal Interpretations

9509002 Informal Interpretation

…                           Re:      Applicability of HSR Reporting Requirements to Reinsurance Transaction Dear Mr. … is essentially a reinsurance agreement would trigger the reporting requirements of the Hart-Scott-Rodino Antitrust … First, it must be determined whether the acquisition is reportable.             There is little prior analysis of …
Date
Rule
802.1(b); 7A(c)(1)
Called (redacted) 9/18/95 - Transaction 1 - Appears to be reportable (if size-thresholds are met for the size-of person test). It is the purchase of $25mm worth of assets. It goes beyond letter #139...
HSR Informal Interpretations

9509005 Informal Interpretation

… 20580 Re: Hart-Scott-Rodino Pre-Merger Notification and Report Form Dear Ms. Hershey: Thank you for taking the time … Real Estate Investment Trusts (REITs) is exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(1)
confirmed on Sept. 14, 1995 (by phone)
HSR Informal Interpretations

9509004 Informal Interpretation

… governance of the Board of Regents of the University and reports to the Board of Regents through the Executive Vice …
Date
Rule
801.1(a)(2), 801.1(a)(3), 801.11
9/13/95 - Writer confirmed that not-for-profit would make purchase before its next regularly prepared balance sheet was issued and then the cash provided to make the acquisition would not be included...
Displaying 1921 - 1940 of 2689
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