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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Date
Rule
Item 3
We agree with your proposed approach. Thank you for checking.
File
Date
Rule
803.5
The TIN/SSN line may be left blank if the company does not have a TIN. It is important, however, to clearly identify the entity paying the fee as the “originator” and the UPE / Person Filing...
File
Original Image - 2402008 Informal Interpretation
(227.06 KB)
Date
Rule
Item 2, Item 3
Please see answers below in bold.
File
Original Image - 2402004 Informal Interpretation
(178.66 KB)
Date
Rule
802.50, 802.51
For purposes of 802.50 and 802.51, the accounts receivable should be attributed to the jurisdiction in which they were entered into.
File
Date
Rule
801.2
Based upon the facts you have provided, A and B each have the power to remove and replace the trustees. Since they do not need to consult with one another or jointly act, that power is not “shared.”...
File
Original Image - 2401009 Informal Interpretation
(278.37 KB)
Date
Rule
803.5, 803.6
Each filer must submit its own form and related materials: --For the buyer credit union: cover letter, affidavit (attesting to the good faith of the buyer), form, certification, and attachments...
File
Original Image - 2401001 Informal Interpretation
(215.99 KB)
Date
Rule
801.2, 801.10
Is the UPE of the entity holding the real estate the same as the UPE of the dealership that is being acquired? If it is, then the value of the real estate must be included in the overall transaction...
File
Original Image - 2401007 Informal Interpretation
(173.58 KB)
Date
Rule
802.2, 802.4
The cited informals are quite old and do not reflect our current position. “Assets incidental” are defined as “cash, prepaid taxes or insurance, rental receivables and the like.” Further, the rule...
File
Original Image - 2401002 Informal Interpretation
(318.54 KB)
Date
Rule
Item 5
You are correct that your Item 5(a) response needs to report in 2017 10-digit NAPCS codes. You can look up an appropriate 2017 NAPCS code in the “Manufacturing and Mining” tab of this spreadsheet...
File
Original Image - 2401004 Informal Interpretation
(177.79 KB)
Date
Rule
801.10
Yes, a filing can be made on that basis. The value of the non-exempt assets would not cause the HSR filing to expire. Within the year after the waiting period expires, Company A would, however, need...
File
Original Image - 2401006 Informal Interpretation
(206.49 KB)
Date
Rule
801.10
You should only value the voting securities and it appears that you have determined that a fair market value of the voting securities must made pursuant to 801.10. The board of directors of the...
File
Original Image - 2401008 Informal Interpretation
(178.69 KB)
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...
File
Original Image - 2312005 Informal Interpretation
(423.54 KB)
Date
Rule
803.7
We agree.
File
Original Image - 2312004 Informal Interpretation
(917.37 KB)
Date
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...
File
Original Image - 2312002 Informal Interpretation
(412.82 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.
File
Original Image - 2312003 Informal Interpretation
(303.51 KB)
Date
Rule
801.30
It is acceptable to file under 801.30(a)(6), and explain further in Item 3a.
File
Original Image - 2312001 Informal Interpretation
(184.96 KB)
Date
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.
File
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...
File
Original Image - 2312008 Informal Interpretation
(265.86 KB)
Date
Rule
801.10
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...
File
Original Image - 2312007 Informal Interpretation
(187.04 KB)
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