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HSR Informal Interpretations

9601014 Informal Interpretation

… at closing a combined total of up to $10 million in cash. In addition, A, B, C have agreed to contribute …
Date
Rule
802.40; 801.40
2/13/96- Advised writer that formation of Newco was non-reportable because no voting stock was being acquired as a result of its formation. RB Smith
HSR Informal Interpretations

9602014 Informal Interpretation

… B1 will initially pay to A/LLC approximately $11 million in cash, subject to adjustment, and will indirectly make additional cash payments to A/LLC in the future based upon the future performance of NewCo LLC. Such additional cash payments will be effectuated through B1 making …
Date
Rule
Formation of LLC
None
HSR Informal Interpretations

9601012 Informal Interpretation

… Sponsor and Participating Sponsor will contribute $1.00 in cash to Group. Accordingly, no Executive Sponsor or …
Date
Rule
801.30; 801.11
1/24/96 Called MM. She confirmed that LLC will be formed (in a non-reportable event) before two acquisitions take place. Transactions structured this way because of non-profit and U.K. status of two...
HSR Informal Interpretations

9512014 Informal Interpretation

… are now in progress for one of Company A's affiliated companies (under common control) to acquire Company B's …
Date
Rule
802.63; 801.1(c)
12/20/95-Advised writer that lessee's taking of title (or security interest) in facility would not constitute the transfer of beneficial ownership of the faculty and thus, no HSR report would be...
HSR Informal Interpretations

9512011 Informal Interpretation

… by investing primarily in senior debt obligations of companies ("Senior Debt"), including corporate loans made by … B's assets exceeds $15 million, but consists manly of cash and securities of third-party issuers; and (iii) the … 801.21 (1) of the rules of the HSR Act (the "Rules"), the cash and securities held by Corporation B would not be …
Date
Rule
802.21;801.2(d) and (e)
12/19/95 - Advised writer's i.e.-counsel [redacted] that such transaction is taking the form of a voting stock acquisition, 807.21 does not come into play. Though two filings must be made for the two...
Advisory Opinions

Opinion 95-10

… to vending machine manufacturers and independent marketing companies. An exhaustive discussion of the coverage issues …
Date
Applicability of the Franchise Rule to vending machine manufacturers and independent marketing companies. An exhaustive discussion of the coverage issues arising in the sale of business opportunity...
HSR Informal Interpretations

9512007 Informal Interpretation

… Vehicles, Leasehold Improvements, Accounts Receivable and Cash $2,000,000 Unless we hear from you to the contrary, we …
Date
Rule
7A(c) (1)
ABA #24 permits breaking up of assets into exempt and non-exempt for purposes of size-of-transaction (even if exiting as long as non-exempt assets are not greater than $15mm)
HSR Informal Interpretations

9512012 Informal Interpretation

… hospital corporation (the "Hospital"). The Hospital as advanced funds in the ordinary course of its business to the …
Date
Rule
802.63 (a)
I advised the author that so long as the Hospital has advanced funds to other medical groups in the ordinary course of its business, the exemption would apply. I confirmed that hospitals do finance...
HSR Informal Interpretations

9511012 Informal Interpretation

… sell separately. Three of the founders will contribute cash, and the other three will contribute assets from …
Date
Rule
802.40; 801.40
11/27/95 - Writer confirmed that the six non-profits forming the 501(c)(3) non-profit will remain in business. I confirmed that 802.40 does not apply since no voting stock is being taken by the...
HSR Informal Interpretations

9511009 Informal Interpretation

… prior treatment of the formation of limited liability companies. We therefore intend to advise our client that no …
Date
Rule
801.40
11/21/95 - Advised writer that formation of LLC is non-reportable. The outside persons appointed to the Advisory Board will not be functioning as members of a corporate board function. Although...
Cases and Proceedings
Closing Letters

Red Apple Companies, Inc. / Pueblo International, Inc.

… Red Apple Companies, Inc. / Pueblo International, Inc. Red Apple Companies, Inc. / Pueblo International, Inc. … 951114redapplegregoryletter.pdf … Red Apple Companies, Inc. / Pueblo International, Inc. …
Date
Matter Number
951 0119
Cases and Proceedings
Commissioner Statements

Statement of Commissioner Mary L. Azcuenaga Concurring in part and Dissenting in part on Decision & Order - The Stop & Shop Companies, Inc

… Dissenting in part on Decision & Order - The Stop & Shop Companies, Inc Statement of Commissioner Mary L. Azcuenaga … Dissenting in part on Decision & Order - The Stop & Shop Companies, Inc … Statement of Commissioner Mary L. Azcuenaga … Dissenting in part on Decision & Order - The Stop & Shop Companies, Inc …
Date
By
Mary L. Azcuenaga, Former Commissioner
Matter Number
951 0086
HSR Informal Interpretations

9510010 Informal Interpretation

… series of transactions pursuant to which certain (redacted) companies (ABC), which are not commonly owned or controlled …
Date
Rule
802.50
If X is entering into a contract with Y - not reportable. If X is acquiring assets from Y - exempt under 802.50(a)(2). Called (redacted) 11/7/95 left message on his voice mail.
HSR Informal Interpretations

9510012 Informal Interpretation

… (D) representing 55% of the voting stock of D. The cash contributions of A and B will be made in installments …
Date
Rule
7A(c)(3); 801.1(b)(i)(ii) and (2)
11/2/95 - Writer explains that last full sentence on Pg. means that A will form a wholly owned sub & B will form a wholly owned sub, which will be members (with C) of LLC. Advised that since an...
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