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Date
Rule
802.50
Staff
Premerger Notification Office
Response/Comments

Confirmed.

Question

Dear PNO Team—

We write with a question regarding what constitutes sales “in or into the United States” under HSR Rule 802.50(a).

Our client, Company A, intends to acquire voting securities of Corporation B, a U.S. issuer. We are analyzing whether the transaction may be exempt pursuant to HSR Rules 802.4 and 802.50(a). 

Corporation B provides engineering and construction services to the U.S. military at military bases in Country X. Based on informal interpretations 2010007 and 1006012, we believe that the foreign assets that generated revenues through the provision of such services to U.S. military bases in Country X would not be considered to have generated sales “in or into the United States” under Rule 802.50(a). Thus, those assets would be exempt assets under Rule 802.4 (provided that they did not otherwise generate any sales in or into the U.S.)

Please confirm that you agree with our analysis, or please let us know if you need any additional information to confirm.

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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. 

Learn more about Informal Interpretations.

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