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HSR Informal Interpretations

9605006 Informal Interpretation

… distribution or payment of any money or property, a loan or advance of money or property, an investment in or purchase … C shall each designate a principal of their respective companies to provide any consent or approval required by …
Date
Rule
Formation of LLC
None.
HSR Informal Interpretations

9605007 Informal Interpretation

… the LLC at the time of the (redacted) acquisition, less all cash that will be used by the LLC as consideration for the acquisition of the (redacted) and less all cash used for expenses incidental to the acquisition. At the …
Date
Rule
801.1(b); 801.11(e); 802.2(h)
Based on the facts there are no reporting obligations for the parties involved in these transactions. Called (redacted) 5-23-96. PS
HSR Informal Interpretations

9605008 Informal Interpretation

… that while there is no rule governing limited liability companies, they are treated like a partnership. [ Staff … is no rule governing the formation of limited liability companies, they are treated like the formation of a …
Date
Rule
Formation of LLC
See staff correction to letter.
HSR Informal Interpretations

9604003 Informal Interpretation

… and operated as a joint venture of three privately owned companies and the government (redacted). No person other …
Date
Rule
802.3
5/1/96- Advised writer that U.S. issuers right (even though non-exclusive) to useforeign government (redacted), a (redacted) which transports (redacted) after it passesthrough the (redacted) of a...
HSR Informal Interpretations

9605005 Informal Interpretation

… to provide financing that would generate more after-tax cash return than a loan and will facilitate constructing a … estate investment that it desires to use to (i) generate cash without recording debt on its balance sheet; (ii) obtain the cash at borrowing rates lower than its current interest …
Date
Rule
802.20; 801.10(a)(2)
Based on all of the facts, you have made the determination that it is not reportable. (Assuming the size-of-person test is met). I concur that this transaction is exempt by (redacted) under Section...
HSR Informal Interpretations

9604004 Informal Interpretation

… B-3, B-LP. Person A and Person B are both large real estate companies. Their holdings consist of: (1) office and … $41 million. Person A will have more than $15 million in cash on hand at the time of the transaction. In the … of Class 1 limited partnership units in B-LP will receive cash based upon a formula and have their limited partnership …
Date
Rule
802.2; 7A(c)(2); 802.5(b)(iv)
4/26/96 Advised co-counsel to writer that cash held by A, regardless of its source, is an exempt asset. However, assets of A used to manage properties of others are not exempt under 802.5(b)(iv) and...
HSR Informal Interpretations

9604005 Informal Interpretation

… an aggregate of $7-8 million (assume $8 million) in cash to Newco in return for Newco stock. In no event will … would be approximately $50 million, payable in cash, subject to adjustment at closing and 60 days … but, in this one situation, the person can exclude all cash that will be used in the particular transaction then …
Date
Rule
801.40; 801.11(e)
4/18/96 - Transactions are exempt as noted.
HSR Informal Interpretations

9604002 Informal Interpretation

… million person. 2. Company A and Company B are (redacted) companies. The products of each company are used to … stages of the same business process. More specifically, the companies view the business process in three steps. Company …
Date
Rule
7A(c)(9); 802.9
4/9/96 Advised writer that the PMN office evaluates the extent of the competitiverelationship existing between the acquiring and acquired person. While A & B bothproduce (redacted) for the same...
HSR Informal Interpretations

9604008 Informal Interpretation

… all of its assets to New Hospital A in exchange for a cash payment which will exceed $15 million. At the same … assets of Hospital B to New Hospital B in exchange for a cash payment which will exceed $15 million. This first step … letter and to discuss any questions you have. Thank you in advance for your attention and cooperation. Very truly …
Date
Rule
7A(c)(4); 802.40
None.
HSR Informal Interpretations

9604009 Informal Interpretation

… million) to NewGerCorp. to be used by NewGerCorp. to fund cash shortfalls of GerSubCorp. These are the basic … has annual net sales in excess of $100 million. Once the cash contribution described above is made by GerCorp., … been determined that a filing is required. I thank you in advance for your assistance on these issues. I look forward …
Date
Rule
801.40; 802.50; 802.51
US Corp is required to file.
HSR Informal Interpretations

9604010 Informal Interpretation

… become the sole corporate member of both (redacted). No cash will change hands, but the new parent will be …
Date
Rule
7A(a)
Confirmed that it is proper to view this transaction as an acquisition by A of the assetsof B, since A will control the Board of Newco at the time of acquisition with the powerto appoint 13 of 18 of...
HSR Informal Interpretations

9603018 Informal Interpretation

… doing so, however, the acquisition corporation may exclude cash to be used in purchasing the assets and in paying …
Date
Rule
801.11(b)(1); 801.11(e)
4/1/96 - Called letter writer and advised that procedure set forth in this letter was correct under 801.11 to determine size of acquiring person. As set forth in ABA letter#169, acquiring person can...
HSR Informal Interpretations

9605011 Informal Interpretation

… reinsurance premiums, $8.3 million in policy loans,** and cash in the approximate amount of $103.6 million. The … value of the obligations assumed by the purchaser) and the cash and other assets transferred by the seller to the …
Date
Rule
801.10(c)
called (redacted) 3/24/96. I concur with your assessment. PS
HSR Informal Interpretations

9603004 Informal Interpretation

… same percentage of AB's voting securities. AB will also pay cash to A1 as compensation for certain of A1's assets that …
Date
Rule
801.40; 801.2; 802.9; 802.30
3/7/96 - Advised writer that only possible reportable event is taking of AB shares by former public shareholders, which hold 20% of B. If each such shareholder will take 10% or less of AB's voting...
HSR Informal Interpretations

9603003 Informal Interpretation

… construction to Company B. Company B will pay $1,500,000 cash for the land and townhomes and has agreed to make a … total purchase price (including the $1.5 million up front cash payment) to approximately $6,625,000. (1) You have …
Date
Rule
802.1(c)(1); 801.10
None
HSR Informal Interpretations

9603014 Informal Interpretation

… subsidiaries which are foreign issuers (referred to as Companies C and D). Company B (including all entities it … of Company G (and thus its direct and indirect holdings in Companies H through J) were transferred to another … Company B stock, such chain being Company A to Company B to Companies C, D, E and F. The current ownership structure is …
Date
Rule
802.50; 802.51(b)(1); 802.51(b)(2)
Pursuant to section 802.51(b) an acquisition by a foreign person of the voting stock of a foreign issuer is exempt from HSR reporting requirements if such an acquisition does not confer control of...
HSR Informal Interpretations

9602019 Informal Interpretation

… general partner interest in Partnership 3 in return for a cash contribution to Partnership 3. Partnership 2 will … referred to as Partnership A-B. Company A will contribute cash (estimated at $210 million) and Company B will contribute cash (estimated at $90 million) for 70% and 30% general …
Date
Rule
801.40; 801.1(c)
2/29/96 Advised writer that transfer of assets from Partnership 2 (only controlled by Company 1) to Partnership in which Company 1 will hold a 100% partnership interest is non-reportable. Formation of...
HSR Informal Interpretations

9602018 Informal Interpretation

… Re: Premerger Notification Analysis for Limited Liability Companies Dear Mr. Smith: I am writing this letter to …
Date
Rule
801.40 (LLC formation)
2/27/96 - Writer advises that in first full paragraph above, the Member Representatives will be employees of Corp. A and Corp. B. Advised that formation is non-reportable and that transfer of...
HSR Informal Interpretations

9602013 Informal Interpretation

… general partner interest in Partnership 3 in return for a cash contribution to Partnership 3. Partnership 2 will …
Date
Rule
801.40; 801.1(c)
2/23/96- Advised writer that since Company 1 alone held all the partnership interests of Partnership 2, the transfer of assets from Company 1 to Partnership 2 is non-reportable. Do not need an...
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