Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.
Displaying 1 - 20 of 4631
Date
Rule
801.2, 801.10
You have described two potentially reportable transactions: First, the primary transaction of Company B (its own UPE) acquiring Company C from Company A (UPE of Company C); second, the backside...
File
Date
Rule
801.1, 803.1
For the circumstances you describe, there would be two separate sets of filings, each with the appropriate fee. Please note in the cover letter and Item 3a that the sets of filings should be reviewed...
File
Original Image - 2408006 Informal Interpretation
(887.74 KB)
Date
Rule
801.1
Confirmed. Because Holdings Corp controls Corps A, B, and C, it holds everything that each of them holds. As a result, Holdings Corp holds 100% of OpCo (49% + 39% + 12%) and therefore controls OpCo.
File
Original Image - 2408004 Informal Interpretation
(129.45 KB)
Date
Rule
802.51
Under these circumstances, you do not need to aggregate. The aggregation required under 802.51(b) includes only assets and sales of foreign issuers from which a controlling interest is being acquired.
File
Date
Rule
801.10
So long as the Performance Shares are related solely to the partners’ future employment and have no relationship to their roles (if any) as shareholders of Company B, we agree.
File
Date
Rule
801.10, 801.11
We no longer consider rights to royalty streams as cash equivalents. These should be analyzed as contracts to determine whether a premium is being paid. Also, please send these types of questions to...
File
Date
Rule
803.1, Item 3(a), Item 6
Please list both names in Items 1 and 3a, and “none” in 6b. If desired, you may also add an end note clarifying which spouse owns what.
File
Original Image - 2408007 Informal Interpretation
(569.43 KB)
Date
Rule
7A(c)(1)
7Ac1 may indeed exempt the acquisition of a portfolio of insurance policies; the 2016 interpretation s you cite was issued to emphasize the point that when analyzing 7Ac1 in the context of the...
File
Original Image - 2408008 Informal Interpretation
(358.12 KB)
Date
Rule
801.10
As long as the parties can attest to their good faith intent to acquire 100%, filing for that amount is fine. Additional detail in Item 3(a) is always welcome. The filing should be for non-corporate...
File
Original Image - 2408009 Informal Interpretation
(275.16 KB)
Date
Rule
Item 4
The filing party may not make the redactions you have described. The only document where redactions for relevance, as opposed to privilege, are acceptable is the formal board minutes.
File
Original Image - 2408010 Informal Interpretation
(527.34 KB)
Date
Rule
801.2, 803.9
We agree with your proposed approach in (1) through (3) below.
File
Original Image - 2408001 Informal Interpretation
(161.28 KB)
Date
Rule
801.10
You are correct that the size of the transaction would be the determined acquisition price or fair market value of the voting securities, as required by Rule 801.10. Note, however, that allocating the...
File
Original Image - 2407002 Informal Interpretation
(602.58 KB)
Date
Rule
803.6
The approach you propose is not acceptable. Company A is within Fund B, so a properly authorized individual must certify the whole filing.
File
Date
Rule
803.9
Confirmed.
File
Original Image - 2407004 Informal Interpretation
(536.54 KB)
Date
Rule
801.2, Item 6(b)
Based on what you describe, a filer could not properly certify the contents of Item 6(b). Based on the facts described, it is too early to properly certify an HSR filing for any anticipated...
File
Original Image - 2406004 Informal Interpretation
(629.56 KB)
Date
Rule
802.10
We disagree. It appears that all (or most) of the individuals or entities that will be receiving voting securities of ListCo do not directly or indirectly hold interests in Initial TopCo. Instead...
File
Original Image - 2406001 Informal Interpretation
(490.99 KB)
Date
Rule
802.51, 801.2
Rule 802.51 is not available to Company B for the amalgamation. In determining whether a consolidation is reportable, each side must evaluate the transaction as an acquisition of 100% of the other...
File
Original Image - 2406003
(174.73 KB)
Date
Rule
801.10
An acquisition price in foreign currency does not automatically render the transaction value undetermined. See https://www.ftc.gov/enforcement/premerger-notification-program/hsr-resources/converting...
File
Original Image - 2406002 Informal Interpretation
(235.78 KB)
Date
Rule
802.9
We view these facts as incompatible with 802.9.
File
Date
Rule
802.21, 802.30
Assuming the instrumentality analysis is correct, we agree.
File
Original Image - 2405003 Informal Interpretation
(847.84 KB)