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.
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Rule
Voting Trust; 802.9
This Voting Trust is its own UPE. The Voting Trust cannot rely on 802.9 because of the Trustee’s role as a director of Buyer.
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Associates; 801.1(d)(2)
The associate analysis doesn’t apply to trusts. Corporations can have associates.
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(126.25 KB)
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Item 7
You can list “national” for codes that fall under 7(c)(iv)(a) and 7(c)(iv)(c).
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(49.02 KB)
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Item 4(b)
If the UPE and Acquired Entity are operating companies, you do not need to provide financials for their consolidated subsidiaries. However, the financials for unconsolidated subsidiaries that derive...
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1610008_redacted.pdf
(157.74 KB)
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802.63
802.63 can only apply to debt held by the acquiring person.
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802.63, 801.10
A creditor may not exclude from the size of transaction its own debt forgiveness in target in exchange for target equity.
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Item 8
For Item 8, "with sales in or into the U.S." looks to the time the Item 8 entity was acquired.
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size of transaction, leveraged buyout, 801.10
All three scenarios are $60M deals.
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(39.89 KB)
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Item 4
"Officers" include any individual holding a position that is appointed by the board of directors or identified in the company's articles of incorporation or bylaws. Where the bylaws provide that...
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(54.35 KB)
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Rule
Item 5, Item 7
For Item 5, it is not necessary to provide aggregate revenue at the 6-digit code level for 10-digit manufacturing codes. If there is a 10-digit code overlap, check the overlap box in Item 5. If there...
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(58.66 KB)
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801.40, consolidation
Since this transaction involves the merger and consolidation of multiple entities, 801.40 does not a pply. Please see Premerger Notification Practice Manual (5th ed) #46, which describes how to...
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(99.06 KB)
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802.2(h), 802.5
Data centers are not investment rental property under 802.5, and are not warehouses under 802.2(h).
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1609006_redacted.pdf
(48.93 KB)
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Form, DVD Filing, Item 3, Item 4
DVD Filing: Run OCR/text extraction software on all documents. DVD Filing: Notice about filing errors will be the same for DVD filings; addressing errors will require resubmission of all DVDs to the...
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(80.56 KB)
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Form; DVD Filing
If filing by DVD: 1. You still have two business days within which to submit original signature pages 2. Do not submit paper versions of copied signature pages, just include PDFs on the DVD, and then...
File
1609004_redacted.pdf
(61.86 KB)
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802.50; 802.51
Informal 0307004 is superseded by Premerger Notification Practice Manual (5th ed.) #152. “Sales in or into” are the same for both 802.50 and 802.51.
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(71.17 KB)
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Item 4(b)
The change in the instructions for 4b is intended to relieve filers of the burden of providing separate reports for unconsolidated portfolio companies that do not contribute to overlaps, while adding...
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802.71
We agree that the creation and transfer of shares to Trusts B, C and D would be exempt under 802.71.
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(40.18 KB)
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Item 4(c); Item 4(d)
Correct, the 4c/d documents are limited to the backside transaction. Of course, any such documents that also mention the main transaction are still responsive in full.
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(34.55 KB)
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801.10(c)(3)
The acquirer will have to do a FMV under 801.10(c)(3), which the board can delegate to another.
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803.6; Form Instructions- Affidavits
We still require physical signatures and do not accept e-signatures.
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(53.67 KB)
Displaying 341 - 360 of 4404