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HSR Informal Interpretations

9408009 Informal Interpretation

… is based upon managements assessment of the firms cash requirements, debt-to-equity ratio and other …
Date
Rule
7A(c)(1), 802.1(b)
8/26/94 - advised writer that since Seller, a sub of parent, was not selling all or substantially all of the (redacted), the sale was exempt under 7A(c)(1) and 802.1(b) as the PMN Office interprets...
HSR Informal Interpretations

9408006 Informal Interpretation

… is based upon managements assessment of the firms cash requirements, debt-to-equity ratio and other …
Date
Rule
7A(c)(1), 802.1(b)
8/23/94 - Advised writer that since sub. is selling only a small portion (about 10%) of its(redacted), that such transaction is exempt under the PMNs view of 7A(c)(1) and 802.1(b)
HSR Informal Interpretations

9407012 Informal Interpretation

… down to whether the $165 million being transferred to B (as cash or as assumption of liabilities) can be characterized …
Date
Rule
801.1(b)(1)
A will be paid first. $50mm contribution - debenture =$0" 8/4 This appears tobe an acquisition of assets by Partner A, not an equalization payment. Partner A iscontributing less than Partner B, but...
HSR Informal Interpretations

9408005 Informal Interpretation

… contribute to (redacted) approximately $33.9 million in cash for a 51% interest in (redacted). 3. (redacted) will … (redacted) will receive approximately $33.9 million in cash. One year following the formation of (redacted) will … equity interest in a partnership, even when combined with cash equalization payments), should not be subject to the …
Date
Rule
801.40
In the formation of a partnership, a partner can receive a cash payment from the partnership(which cash was contributed by another partner as an equalization payment relative to its partnership...
HSR Informal Interpretations

9408007 Informal Interpretation

… and (ii) the assets of two property management companies and one property maintenance company (together, the “Management Companies”). The WREIT intends to qualify as a REIT and to … Acquisition”) and (b) the assets of the Management Companies (the “Management Companies Acquisition”); and (6) …
Date
Rule
802.64
None
HSR Informal Interpretations

9407006 Informal Interpretation

… Improvements Act provides that the size-of person test for companies not engaged in manufacturing is met where the …
Date
Rule
801.11
7/19/94-Called writer. She confirmed that Company Bs last financial statement (prepared in accordance with GAAP) indicated Company Bs sales as less than $100 MM, in the neighborhood of $34 MM. She...
HSR Informal Interpretations

9406007 Informal Interpretation

… to afford antitrust enforcement agencies time to review in advance combinations of going business enterprises in the …
Date
Rule
7A(c)(1)
6/23-The transfer of a used (redacted) as a trade-in on a new (redacted) is exempt in the ordinary course of business. The parties are not competitors. Also, used (redacted) has been used as a...
HSR Informal Interpretations

9406005 Informal Interpretation

… form a new company, Corporation B. They will contribute cash to Corporation B, and receive shares in he same … B will contribute a not insignificant amount of cash, and receive a 1% interest in Partnership. Corporation …
Date
Rule
801.40; 801.1(f)(1)
6/16/94-called writer and advised that the conclusions reached in this letter were correct.(The writer had previously informed me that there were no avoidance intent behind the manner in which this...
HSR Informal Interpretations

9406004 Informal Interpretation

… securities transaction) to company A for $20,500,00 in cash, plus a $1.5 million subordinated convertible … acquiring person at the time of the acquisition, less all cash that will be used by the acquiring party as … in an acquisition of voting securities, and less all cash that will be used for expenses incidental to the …
Date
Rule
801.11(e)
6/15/94-Neither formation or subsequent acquisition is reportable. [note 1-If $16 MM from bank is not guaranteed by other investors (and bank not getting voting stock), then Company A appears to have...
HSR Informal Interpretations

9405011 Informal Interpretation

… natural person. The acquisition price will consists of a cash payment of $14 million, a note in the principal amount … $0.5 million; and approximately $0.2 million of cash. The Buyer has not acquired any assets or voting …
Date
Rule
7A(c)(1); 802.1(b); 801.15
5/26/94 - advised writer that his conclusion was correct. (Redacted) are "realty", and payments for such can be subtracted from acquisition price under 801.15 reference to 7A(c)(1). Remaining assets...
HSR Informal Interpretations

9405009 Informal Interpretation

… (consisting of mortgages, private placement debentures, and cash) with a market value equal to the liabilities assumed. … except that the acquiring company in Interp. 139 received cash exclusively and A will receive, in addition to cash, other types of assets for the liabilities assumed. A …
Date
Rule
801.10(c)(2)
See below 5/23/94 Discussed w/PS, who concurred that the letter correctly states current PNO policy. I called and informed (redacted) on 5/23/94 -
HSR Informal Interpretations

9405006 Informal Interpretation

… securities transaction) to Company A for $7.325 million in cash. Assume for these purposes that Company B and the … acquiring person at the time of the acquisition, less all cash that will be used by the acquiring party as … in an acquisition of voting securitiers [sic], and less all cash that will be used for expenses incidental to the …
Date
Rule
801.11(e); 802.20
No response provided.
HSR Informal Interpretations

9405008 Informal Interpretation

… such future reimbursement cannot be precisely determined in advance, certain accounting procedures permit such amounts …
Date
Rule
801.10(c)(2)
See below 5/17/94 Advised writer that I disagreed with his conclusion. Estimated future health care cost reimbursement amounts must be included as a liability assumed by the buyer and must, therefore...
HSR Informal Interpretations

9405014 Informal Interpretation

… an acquiring person at the time of the acquisition less all cash that will be used as consideration in an acquisition of assets and all cash that will be used for expenses incidental to the …
Date
Rule
801.1(a)(2); 801.11(e); 7A(c)(4)
Contacted (redacted). I concur with this letter. RS concurs. Note #1 - Does this trustmeet the test on page 1 as an agency of the state? Yes.
HSR Informal Interpretations

9403006 Informal Interpretation

… (Company T) for a purchase price of $11.1 million. Both companies are manufacturing companies engaged in (redacted) … for payment to Customer by Company A of $4.5 million in cash. Entry into the new or amended contract would be a … responding, please feel free to contact me. Thank you in advance for your continued prompt assistance and attention …
Date
Rule
802.20(b)
See below I concur with this letter. We are not giving advice on the Robinson Patman Act or other antitrust laws. The PMN Office gives advice on the H-S-R Act. As long as the v/s of T are valued in...
HSR Informal Interpretations

9403002 Informal Interpretation

… shares of Company A common stock will be converted into cash and/or shares of Company B common stock, at the … 50% of the Company A common stock will be converted into cash. The outstanding common stock of Company B will not be …
Date
Rule
7A(c)(1); 802.1
See below 3/11/94 Advised writer that a REITs purchase of the assets or voting stock of another REIT is exempt under 7A(c)(1). However, the acquisition of the voting stock of a REIT by someone other...
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