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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801.1
The Trust Adviser is the UPE.
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Rule
802.9
Having a trustee of the acquiring person also serve as an officer or director of the acquired entity at the time of the acquisition could be “considered evidence of an intent inconsistent with...
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Date
Rule
Item 4(b)
We do not want tax returns – please explain that the trust doesn’t have financials. If SOP matters, stipulate to SOP if the acquired entity’s financials don’t show SOP is met.
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Date
Rule
Item 5
As these are non-manufacturing intracompany sales, they would not be included in Item 5.
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801.1
Shareholder A and Shareholder B are both UPEs in the situation you describe.
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Rule
801.10
The acquiring person will need to determine whether the contingent investment is reasonably certain to occur.
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Date
Rule
Item 5
Yes, in Item 5(a) the filer must report most-recent-year revenue for all entities it controls at the time of filing. You may consider using an endnote to note the recent acquisitions and sources of...
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(143.55 KB)
Date
Rule
802.4
We agree with your stated conclusions. With regard to “property and equipment,” we encourage you to perform an 802.1/802.2 analysis to determine whether any such property or equipment is exempt.
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Item 4(c)
Yes, that's acceptable.
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802.51
Below are responses to your numbered questions: 1. Agree 2. Agree 3. Agree it is reasonable to include in the aggregate sales in or into the US 100% of the revenue, even if the flight is a layover...
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Rule
801.2
Yes, the natural person is the UPE and holds 55% of Target indirectly so list 55% in Item 1(f).
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Rule
Item 7
There is no exception for this situation – feel free to drop a footnote to explain.
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Item 5, 803.1
An acquiring person must make an HSR filing for a pending transaction. The acquiring person reports revenues in various industries, but the transaction has the following overlaps: 311119 Other Animal...
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Date
Rule
803.2
Please see 803.6 (4) regarding certification where the UPE is a natural person. A can authorize B to make the filing. A’s name and address will be listed in Item 1(a), B’s name and address will be...
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Date
Rule
Item 5
Capital gains are not reported.
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Date
Rule
802.9, 802.51
A foreign party itself (with its counsel) is often in the best position to determine whether it is appropriately categorized as a corporate or non-corporate entity, based on the guidance in our 2016...
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Date
Rule
801.40, 801.50
We agree with all three of your points.
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(128 KB)
Date
Rule
802.9
Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to...
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(80.26 KB)
Date
Rule
801.10
You cannot deduct the repayment of debt in an asset acquisition. This is the case regardless of whether the target has secured the debt.
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(82.37 KB)
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