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HSR Informal Interpretations

9507001 Informal Interpretation

… for tax purposes , the Corporation’s books, accounts and cash distribution methods will remain the same. 1 …
Date
Rule
7A(c)(1); 7A(c)(10); 802.30; 802.10; 802.1
The incorporation of a trust and issuance of voting securities to the former trust certificate holders is not exempt under 7A(c)(10) and therefore, may give rise to a reportable transaction. A trust...
HSR Informal Interpretations

9506012 Informal Interpretation

… was whether Company Bs acquisition of Company C, after Companies A and B had filed but before A/B had close, would … have any impact on the A/B HSR filing. You advised us that Companies A and B would not be required to refile if Company … the A/B transaction closed. However, you suggested that Companies A and B might want to indicate in their filing the …
Date
Rule
803.7
Called (redacted) 6-29-95. I agree with the content of the letter. A fee is required in second scenario. RS concurs. Note #1 - Correct with A as the UPE of B now acquiring C. Note #2 - Fee is required...
HSR Informal Interpretations

9506005 Informal Interpretation

… the field of use. The result was that each of the two companies now held non-exclusive rights within the field of …
Date
Rule
801.2
6/29/95 - Called writer’s office and advise that a filing must be made for A’s purchase of non-exclusive patent rights held by B. A is eliminating only competitor and, even though acquiring a non...
HSR Informal Interpretations

9506001 Informal Interpretation

… of ($14,975,000 - 20% - exempt under 802.20) payable in cash. B does not at present anticipate any additional … preferred stock; a filing will, however, be required in advance of the subsequent conversion. The shareholders …
Date
Rule
802.1
Called (redacted) 6/21/95 left voice mail. Called again 6/28/95. I concur with conclusions Revised letter received 6/27/95 left voice mail. I concur with conclusions. Except #1 on page 2 is in error...
HSR Informal Interpretations

9501009 Informal Interpretation

… and commit to contributing an additional $15 million in cash over the next twelve months. The other founding member, Company B. will contribute $5 million in cash at formation and commit to contributing an additional …
Date
Rule
801.40 (LLC)
6/7/95-Advised writer that his conclusion was correct that the function of the subject LLC would not be reportable under 801.40 of the HSR rules.
HSR Informal Interpretations

9505011 Informal Interpretation

… less than $100 million. A will contribute $15 million in cash to Newco in exchange for its approximately 49.5% of the … paid by Newco consists of the following: (a) $30 million in cash; (b) approximately $40 million in the aggregate of …
Date
Rule
801.40; 801.10(a)(2)
5/24/95. Advised writer the B must make a good faith determination of its pledge, which I concluded was part of the acquisition price for Newcos non-publicly traded voting stock. If such estimate...
HSR Informal Interpretations

9505008 Informal Interpretation

… authorized under the laws of most states. Limited liability companies are taxed as partnerships and reflect most of the … 801.1(a)(3)), will create a joint venture by contributing cash and assets to the new entity. The new entity (the LLC) … other contributor, Member B is contributing $15 Million in cash to the LLC and paying $5 Million directly to Member A. …
Date
Rule
801.40
5/19/95 Called the writer to say that we agree with his analysis with two exceptions -An LLC is considered analogous to a partnership if one or more members manage it through their directors, officers...
HSR Informal Interpretations

9505016 Informal Interpretation

… provide that the merger is to be effectuated through a non-cash tender offer. The parties wish to make premerger … the agreement or letter of intent, which would be well in advance of the public announcement. Section 803.5(a)(2) …
Date
Rule
803.5; 801.3
A consensual agreement between two UPEs to merge their companies based upon awritten agreement, letter of intent, etc., is a non-801.30 transaction for which both sidesmay file their premerger report...
HSR Informal Interpretations

9503019 Informal Interpretation

… transaction or to discuss the matter further. Thank you in advance for your attention to this request. Very truly …
Date
Rule
801.10(a)(2)(i)
3/31/95-Advised writer that assuming no 801.90 issue, the $1,000 price for the (redacted) 20% of the voting stock (which has no economic rights and 80% of which is held by one other person) appears to...
HSR Informal Interpretations

9503016 Informal Interpretation

… Thomas F. Hancock March 16, 1995 9503016 (Attachment) Companies A, B, and C plan to organize a joint venture in … vehicle for acquiring the stock of company D pursuant to a cash tender offer to be commenced prior to the LLCs … capital and receive a 48% membership interest in the LLC; companies B and C, each of which indirectly owns 50% of …
Date
3/17/95 I verified that this messaging member of the LLC would be responsible for its day-to-day operations. On the basis (illegible) told (redacted) (illegible) the formation of the (illegible) of...
HSR Informal Interpretations

9502023 Informal Interpretation

… interest and required repayment on a priority basis when cash is available. Based on the contents on contents of the …
Date
Rule
801.40 ; 802.20(b)
3/2/95 - Advised writer that since any contingent commitment to the LLC is not taken into account in valuing the voting stock coming back (see ABA letter #202), particularly in a case such as this...
HSR Informal Interpretations

9503001 Informal Interpretation

… to me was a discussion which likened royalty interests to cash equivalents or interests of the type contemplated by … transaction structured to return to Company B a stream of cash payments designed to recoup the Purchase Price plus a … interest is generally considered to be a transfer of a cash equivalent or the creation of an interest which is …
Date
Rule
7A(c)(1)
Production payments in kind or cash are exempt under the ordinary course exemption since they do not confer and rights regarding production.
HSR Informal Interpretations

9503023 Informal Interpretation

… be distributed; in lieu thereof, the holders will receive cash.             Neither the holder of the Series 1 … ownership of X’s voting securities and certainly would not advance any of them to anywhere near the next reporting … and observation, I believe that a significant number of companies have capital structures analogous to X’s. It is …
Date
Rule
§ 7A(c)(10); 802.10
Told acquisition that under the facts of this case, in which the performed holders more 27% of the outstanding voting securities, the pro (illegible) distribution to the holders of common stock is...
HSR Informal Interpretations

9502014 Informal Interpretation

… personal residences and his interest in the Vehicle owning companies. Zs assets are carried in the computer and listed …
Date
Rule
801.11; 801.11(d)
PMN-Practice Manual -#162-Size -of-person test-back out personal assets; #168-Include the financials of W in Zs size (but eliminate duplication-that is the value of Zs 50% plus holdings in W. The SBP...
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