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 381 - 400 of 4450
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801.1, 803.9
The facts you describe represent two reportable transactions. The Seller UPE must provide a separate filing for each of the transactions: (1) PE Fund A to acquire Target as it exists without Target...
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802.51(c)
We agree with your analysis.
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(54.87 KB)
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801.10; Cash Tender Offer
If the Acquiring Person will acquire 50% or more of the voting securities of Target via the cash tender offer portion of the acquisition (i.e., will obtain control via voting securities purchased with...
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801.1(f)(1)(ii)
There is no general exemption for agricultural co-ops. An acquisition of co-op interests is to be treated as an acquisition of non-corporate interests.
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803.10; 803.6
The 15-day waiting period would not apply to this foreign bankruptcy (and Interp. 230 in the premerger practice manual would be inapplicable). Because this is not a US bankruptcy under Section 363(b)...
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Item 6(b)
In Item 6(b), Limited Liability Partnerships (LLPs) must list all holders of 5% or more.
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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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(83.81 KB)
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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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Rule
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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(45.4 KB)
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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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(52.73 KB)
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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...
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1609004_redacted.pdf
(61.86 KB)
Displaying 381 - 400 of 4450