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 4580
Date
Rule
802.2
Based upon the information provided, the data center building and its land qualify for 802.2(c). You will need to value any additional assets, including the lease and any equipment, to determine...
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Original Image - 2312005 Informal Interpretation
(423.54 KB)
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Rule
802.4
The transaction must be analyzed as the acquisition of the target at closing. While 802.4 is always available, it must be applied to the target as it exists at the moment of closing, disregarding any...
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Original Image - 2312002 Informal Interpretation
(412.82 KB)
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Rule
803.7
We agree.
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Original Image - 2312004 Informal Interpretation
(917.37 KB)
Date
Rule
7A(c)(10)
We agree that 7A(c)(10) applies. If the reacquisition of the voting securities of Company Y by Mr. X (via his GRATs) is not complete by the second business day, then a filing would need to be made.
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Original Image - 2312003 Informal Interpretation
(303.51 KB)
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Rule
802.21
Since UPE 1 did not make a filing for the acquisition of Holdco, 802.21 does not apply and a filing would be required to cross a notification threshold.
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Date
Rule
801.30
It is acceptable to file under 801.30(a)(6), and explain further in Item 3a.
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Original Image - 2312001 Informal Interpretation
(184.96 KB)
Date
Rule
801.2
You may make one filing, but if Fund 1-A becomes the UPE, then you must notify the PNO via email before closing. PNO attorneys will then evaluate whether the waiting period should restart for an...
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Original Image - 2312008 Informal Interpretation
(265.86 KB)
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Rule
803.9
We agree with excluding 1 through 4, but you may not exclude 5. See 1001001 Informal Interpretation | Federal Trade Commission (ftc.gov) (click through to the original letter). That doesn’t change the...
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Original Image - 2312007 Informal Interpretation
(174.29 KB)
Date
Rule
801.10
It appears that you have determined that a fair market value must made pursuant to 801.10. The board of directors of the acquiring UPE (or its delegee) must make this determination on a commercially...
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Original Image - 2311006 Informal Interpretation
(205.95 KB)
Date
Rule
802.5
Based on the below, the assets aren’t currently rented or held for rent, but are the sites on which the sellers/their affiliates operate a business. As a result, 802.5 is not available.
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Original Image - 2311005 Informal Interpretation
(176.73 KB)
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Rule
802.2, 803.9
You should value everything that is being acquired that is not exempt. Any rental relationship between the targets is not relevant for HSR analysis. See 803.9(c).
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Original Image - 2311007 Informal Interpretation
(189.17 KB)
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Rule
Item 5
You should report the codes in Item 5, along with an explanation about the negative revenue, and Item 7 information if any of the codes capture overlaps.
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Original Image - 231103 Informal Interpretation
(167.44 KB)
Date
Rule
802.50, 802.51
While we agree that these do not appear to be sales in or into the US, you have all the facts and will need to make the final call on the analysis (and be prepared to defend it should the agency...
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Date
Rule
801.2
We typically see both spouses listed as the UPE, but only one of them has to sign.
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Original Image - 2311001 Informal Interpretation
(130.96 KB)
Date
Rule
803.7
It is acceptable to file more than 30 days before the 5 years run and a prior transaction number in the cover letter and in Item 3(a) would be very helpful.
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Original Image - 2311004 Informal Interpretation
(223.55 KB)
Date
Rule
801.11
The size of person test is only relevant if the size of transaction is greater than $111.4 million but less than $445.5 million. See 15 USC 18a(a)(2 ) and 88 Fed. Reg. 5004 (Jan. 26, 2023) . If the...
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Original Image - 2310003 Informal Interpretation
(174.05 KB)
Date
Rule
803.5
We agree with your proposed approach.
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Original Image - 2310001 Informal Interpretation
(195.86 KB)
Date
Rule
802.2
Based on the facts provided, 802.2(a) is not available.
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Original Image - 2310002 Informal Interpretation
(222.01 KB)
Date
Rule
803.5
What you propose is fine.
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Original Image - 2310004 Informal Interpretation
(174.24 KB)