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HSR Informal Interpretations

9502022 Informal Interpretation

… in Loan Partners will form three new limited liability companies LLC-1, LLC-2, and LLC-3 While each LLC will have … capitalized, collectively, with approximately $2 million in cash. 2 Loan Partners will also assign a portion of its … pooled loan to LLC-1. Thereafter, LLC-1 will pay all the cash with which it was capitalized to Owner No.1 as an …
Date
Rule
801.11(e) 801.40 802.63
This letter supersedes a letter from (redacted) dated 2/17/95 - This letter is non responsive to a FOIA request (95-0099) dated 2-9-95-Based on my understanding of the facts LLC-1 is exempt under §802...
HSR Informal Interpretations

9502011 Informal Interpretation

… (i) Company B will contribute approximately $3.3 million in cash to Newco, (ii) Newco will borrow approximately $10 … $13.3 million and Company B will contribute $3.3 million in cash and will receive a 35% membership interest in Newco. …
Date
Rule
801.40; 802.40
2/13/95-Called the writer and told her that we regard the transfer of the hospital from A toNewco as part of the formation of a non-profit joint venture and thus exempt, rather than are portable...
HSR Informal Interpretations

9502002 Informal Interpretation

… will contribute the corporate membership of Hospital B and cash to Newco in exchange for a corporate membership in … of the joint venture, which it will use to support the advancement of osteopathic medicine and osteopathic …
Date
Rule
802.40
Advised requestor that the transaction will be treated as a formation of a joint venture non profit corporation and, as such, the transaction is not subject to HSR. Assuming such entities have voting...
HSR Informal Interpretations

9502005 Informal Interpretation

… properties** to a buyer in exchange for (i) installment cash payments of $1.1 million and (ii) minimum production … royalty payments, in addition to the $1.1 million in cash installment payments. **Staff comment: If no previous …
Date
Rule
801.10
Called (redacted) 2-8-95. He noted that the Board of Directors has done a FM Valuation and determined the value (including contingent payments) was below $15.0 mm. I informed (redacted) that he did...
HSR Informal Interpretations

9502016 Informal Interpretation

… inrese in competition from other retail alternatives, the cash flows generated by both Centers, after payment of all … will be taken: 1. Three new (redacted) limited liability companies will be formed to take title to the respective … in the Centers: and 2. the formation of the three limited companies to take title to the Ownership Interests. The …
Date
Rule
802.63
No advise [sic] given on this letter . It is superseded by a letter.[note 1- description ofownership]
HSR Informal Interpretations

9502020 Informal Interpretation

… or assets of B. Size of Person Issue In the past A has advanced credit to B in the ordinary course of business. B is currently planning to use cash or other quick assets to reduce this debt. Prior to the … Section 18a(a)(3)(B) is satisfied. Pursuant to 801.21, cash is not considered an asset of B. Hence, if A is …
Date
Rule
7A(a)(2) ; 7A(a)(3); 802.20; 801.21
None noted
HSR Informal Interpretations

9502021 Informal Interpretation

… contemplating a demerger (spin off) of 34 of its non-core companies. The attached press release identifies some of the …
Date
Rule
802.10
this is exempt under 802.10 per a policy decision by John Sipple talked to (redacted) 4-18-95. Note: The PMN Office has made a policy decision (per John Sipple) to exempt the entire transaction under...
HSR Informal Interpretations

9412008 Informal Interpretation

… interests in seven Delaware business trusts for a total cash purchase price of approximately $3.2 million. All of …
Date
Rule
7A(b); 801.1(f)(1); 801.1(c)(4)
12/22/94-After discussing with John Sipple, I left voice mail for writer advising that the PMNOffice did not view the beneficial interests in the trusts as voting securities. Also, they did not appear...
HSR Informal Interpretations

9412011 Informal Interpretation

… Partnership (as UPS) would first acquire assets from A for cash Step 2. Thereafter, through New2, the Partnership (as … securities of Newco1. As consideration, B would receive cash and voting and nonvoting securities of Newco2; C would …
Date
Rule
801.11(e); 801.40
12/20/94-advised writer that this change in form from his earlier 12/2 letter (attached) did not result in any reportable transactions. The asset purchase still goes first (and involves a $100 MM...
HSR Informal Interpretations

9412015 Informal Interpretation

… with the manufacturer and the lessee/end user. Finance companies like the seller routinely sell off portfolios of … the lessees but we believe that the lessees are Fortune 500 companies and other firms that use the (redacted) in the … sensitive due to the impending close of fiscal year for the companies involved. I would appreciate it if you could let …
Date
Rule
7A(c) (1); 802.1(b)
12/20/94-after discussing with AD, advised writer that since the leased computers and copiers were used in the internal operations of the lessees and appeared to constitute small portions of their...
HSR Informal Interpretations

9412002 Informal Interpretation

… acquire assets from A for approximately $32.5 million in cash. Prior to this acquisition, the Partnership (including … will have total assets of approximately $39 million in cash (from contributions by partners, plus loan proceeds), … the voting securities of a subsidiary of B in return for cash of approximately $4 million, plus voting and nonvoting …
Date
Rule
801.11(e); 801.40; 801.90
12/12-94-Called writer and advised that, based on the facts in this letter and the order inwhich the three acquisitions will take place , that 801.11(e) is useable and that 801.40 doesnot appear...
HSR Informal Interpretations

9412006 Informal Interpretation

… Owner will create a new corporation (Newco). For a nominal cash consideration, the Owner will receive 100% of Newcos … may have in person or by telephone. [note 7] Thank you in advance for your attention and assistance. Sincerely yours, …
Date
Rule
801.40; 802.1
Reportability depends on whether this plan is viewed as the formation of a joint venturecorporation and subject to 801.40. If the investors in step 4 have been identified and arecontractually...
HSR Informal Interpretations

9411007 Informal Interpretation

… “October 15 Letter”) with regard to the above-referenced companies. Capitalized terms used herein and not otherwise … corporation (without taking into account the effect of the Settlement Exchange).             If the foregoing does not …
Date
Rule
7A(c)(10)
11/22/94-The letter correctly reflects the advice given
HSR Informal Interpretations

9408010 Informal Interpretation

… by Company B would be retained by the partnership; the cash would go directly to Company A. You advised us that …
Date
Rule
801.40
Called on 9/1/94. Letter reflects the advice given. B will not receive ownership interest in the plant to be contributed to the partnership other than through its receipt of 49% partnership interest...
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