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HSR Informal Interpretations

9510009 Informal Interpretation

… with six unrelated and mutually unaffiliated operating companies (B1 - B6), all corporations. The merger agreements … Bn will receive voting securities of H (and, in some cases, cash as well). H has filed with the SEC to conduct an …
Date
Rule
801.40; 801.2(d)
10/27/95 - talked with writer. As to l., the joint formation seems to be in connection with a subsequent merger. (Also, forming persons are not $10MM in size and thus not reportable under 801.40). As...
HSR Informal Interpretations

9410012 Informal Interpretation

… will have disposed of all its assets and will hold only cash (and incidental assets such as minute books, tax … was disposed of in the first transaction, and since the cash held by the U.S. Issuer is not considered an asset …
Date
Rule
802.50(b), 801.21
I disagree with the PMN Office approach in #268. (AS concurs). Have advisedto file as one transaction because of nexus with the U.S., 802.50 does not apply tothe second part. Called (redacted) 10-25...
HSR Informal Interpretations

9512010 Informal Interpretation

… filing requirements to the formation of limited liability companies. If the letter is an accurate reflection of our … division and corporate subsidiaries, will contribute cash and intellectual property rights. The individual party …
Date
Rule
801.40
110/23 Spoke to writer: Exemptions are limited to officers and directors but can include employees of either side.
HSR Informal Interpretations

9510006 Informal Interpretation

… of the                     Formation of Limited Liability Companies Dear Dick:             I am writing to confirm the …
Date
Rule
801.40
10/13/95 - Advised writer’s phone mail that letter was correct in its statement of how the PMN Office presently views formation of LLC’s. RBSmith
HSR Informal Interpretations

9510004 Informal Interpretation

… (the Act) to the transaction described below. The parties, Companies A and B, will be jointly forming a new … or less simultaneously. Initially, NewCo will be formed by Companies A and B. Company A will own 501 shares of NewCo … shares. The share of NewCo stock previously issued to Companies A and B will be cancelled. Our analysis, with …
Date
Rule
801.40; 801.2(d)
10/11/95 - Advised writer that filing as an 801.40 formation was inappropriate in this fact setting. While Company A is being merged in a sub of Newco Company B remains inexistence as a contributor to...
HSR Informal Interpretations

9510007 Informal Interpretation

… 801.40(c), the value of any assets transferred to it, any cash and any loan guarantees are included. (redacted) and … at the time it purchases the (redacted) assets, any cash or loan guarantees contributed at formation pass … is that, under FTC Rule 801.11(e)(ii), the value of any cash or loan guarantee is not included in determining …
Date
Rule
801.11; 801.40(c)
Entering into a contract which will be assigned to a third person, does not require an HSR filing, since it is not an acquisition. Other points discussed in letter are correct. They relate to size...
HSR Informal Interpretations

9509002 Informal Interpretation

… of reinsurance agreements with approximately 45 insurance companies, with aggregate liability of approximately $750 … of insurance policies where buyer received a lump sum cash payment (representing the cash reserves which ensured seller’s ability to meet its …
Date
Rule
802.1(b); 7A(c)(1)
Called (redacted) 9/18/95 - Transaction 1 - Appears to be reportable (if size-thresholds are met for the size-of person test). It is the purchase of $25mm worth of assets. It goes beyond letter #139...
HSR Informal Interpretations

9509004 Informal Interpretation

… in total assets or net sales on a consolidated basis. The cash needed to fund the acquisition of Hospital will be …
Date
Rule
801.1(a)(2), 801.1(a)(3), 801.11
9/13/95 - Writer confirmed that not-for-profit would make purchase before its next regularly prepared balance sheet was issued and then the cash provided to make the acquisition would not be included...
HSR Informal Interpretations

9509011 Informal Interpretation

… A, the ultimate parent entity of the acquired person, has cash assets of $6000. It is the sole shareholder of Corporation B, a Delaware corporation that currently has cash assets of $5000. There are no other persons within A. …
Date
Rule
801.4 & 801.11
Confirmed advice, but pointed out that Y&X may have a reportable transaction (secondary)
HSR Informal Interpretations

9508013 Informal Interpretation

… be of somewhat greater value than Bs, B also may contribute cash to equalize the value of the two Members contributions. …
Date
Rule
801.40
8/29/95 - Writer confirms that phrase in paragraph 2, or shortly thereafter means that a shell LLC might be formed and the contributions made a day or week later. However, such contributions are...
HSR Informal Interpretations

9508004 Informal Interpretation

… has a positive effect on competition by permitting two companies to sell the product rather than just the Licensor. …
Date
Rule
801.1
8/25/95 - Writer advises that license is the grant of a marketing and sales right. Advised that PMN Office does not view such licenses (whether exclusive or non-exclusive) as the transfer of an asset...
HSR Informal Interpretations

9507010 Informal Interpretation

… other than the Corporation A Stock is a small amount of cash. The client has derived no income from its investment …
Date
Rule
801.11(c)(2)
8/2/95 - Called writer and advised that it was the view of the PNO Office that the balance sheet prepared by the partnership for submission with its yearly federal tax filing was a regularly prepared...
HSR Informal Interpretations

9508002 Informal Interpretation

… million. Excluded from the transaction would be certain cash and other joint venture relationships of Sub. Company B will contribute cash to JVP in the amount of $160 million (assuming a $200 … the contributions of each partner, JVP will make a cash payment of $160 million to Company A. In order to …
Date
Rule
801.10
Payment made to contributing person is an equalization payment under facts presented. Bhas not made a reportable acquisition. Note also (redacted) B has not made a reportablethat if B acquires 20%...
HSR Informal Interpretations

9508003 Informal Interpretation

… each of which essentially constitutes rights to receive cash presently or at some future date. A portion of the Book … Yes 2. Are the Book Assets essentially equivalent to cash positions, and hence investment assets within the …
Date
Rule
802.51(b)(l) & 801.1(i)(2)
Since the U.S. assets are liquid assets, that is cash or cash equivalents, then the assets are considered investment assets noted in Section 802.51(b)(1) and the transaction is exempt. RS - concurs -...
Displaying 2481 - 2500 of 2929
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