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HSR Informal Interpretations

9402010 Informal Interpretation

… were less than $100,000,000. 4. Company C still uses the cash basis method of accounting in the normal course of its …
Date
Rule
801.11(c)
See below 3/1/94 Called writer and advised that no filing need be made for the acquisition of Company C since it is not engaged in manufacturing, has sales less than $100 MM and its last regularly...
HSR Informal Interpretations

9402011 Informal Interpretation

… to pay any amounts owing to a beneficiary either in cash or in kind. 4. Based on current estimates of fair …
Date
Rule
801.1(c)(4)
See below 3/1/94 Advised writer that if grantor names itself as beneficiary of trust (and paragraph 3(b) seems to clearly establish such), then SBP of 7/31/78 at 33459 states that the settlor is...
HSR Informal Interpretations

9402007 Informal Interpretation

… to Company X. The proposed purchase price, payable in cash, is less than $15mm (assume, for this purpose, $14.9mm). Companies A and X satisfy the size of person test. The …
Date
Rule
801.11(c)(1); 802.20(b)
See below Writer advised that change to a fiscal year basis had not been done to avoid filing for sale of Subsidiary B. I advised that, since B had opted to switch to a fiscal year basis, the PMN...
HSR Informal Interpretations

9402006 Informal Interpretation

… capital of less than $10,000,000. STAFF COMMENT: (excluding cash provided by non-contributors)             Investors A, … acquiring person at the time of the acquisition less all cash that will be used by the acquiring person as … of the assets from the acquired person and less all cash that will be used for expenses incidental to the …
Date
Rule
801.1; 801.11(e)
No response provided.
HSR Informal Interpretations

9401011 Informal Interpretation

… 15 U.S.C. 18a. The identity of the acquiring and acquired companies are given in the sealed envelope being sent under … the hard copy original of this letter. The identity of the companies is confidential for the time being as final terms … because unrelated, but significant interests of one of the companies could be prejudiced by premature disclosure. When …
Date
Rule
7A(c)(6)
2/8/94 The transaction is exempt under (c)(6). Although filings by telecommunications carriers are submitted under HSR (perhaps due to time constraints w/FCC), parties filing w/ the FCC would be...
HSR Informal Interpretations

9402005 Informal Interpretation

… by Company A from Partnership B. Company C uses the cash-basis method of accounting to manage its business. … Unaudited financial statements are prepared monthly on the cash-basis method of accounting, and these financial … the (redacted). Pursuant to standards underlying the cash-basis method of accounting, accounts payable and …
Date
Rule
801.11
None
HSR Informal Interpretations

9401001 Informal Interpretation

… B will hold a 50% interest. No substantial amount of cash or other assets (i.e., well under $10 million) will be …
Date
Rule
801.40
Since the size test of section 801.40 is not met, the formation of the corporate joint venture is not reportable. Facts indicate that (redacted) assets are not being placed into the J.V.
HSR Informal Interpretations

9401004 Informal Interpretation

… in providing this matter prompt attention. Thank you in advance for your attention to this matter. Very truly yours, …
Date
Rule
801.11
1/24 If, prior to the acquisition by A, monthly regularly-prepared balance sheets are drafted for individual (redacted) after divestiture of any (redacted) then C can consolidate all existing...
HSR Informal Interpretations

9012013 Informal Interpretation

… involved the payment of approximately $2,240,420.00 in cash, and the assumption of mortgages encumbering the … would involve the payment of approximate $5,100,000.00 in cash, and the assumption of an existing mortgage in the … 75% of its total assets must consist of real estate assets, cash, or governmental securities, at least 75% of its gross …
Date
Rule
7A(c)(1)
12/28/93 - called, 1/4/91 called - 1/8/91 called. He said “industrial space” being bought was ongoing warehouse and small manufacturing operation involving some sixty or so tenants. The space was...
HSR Informal Interpretations

9307009 Informal Interpretation

… meets the size-of-transaction test. 3. A will acquire B for cash in either of two ways: (1) A will directly acquire the … subsidiary, C, whose only assets will consist of the cash to be used for the acquisition. B will then merger into C in a cash merger transaction. As we discussed, 7A(c)(4) of the …
Date
Rule
7A(c)(4), 801.1(a)(2), 801.11(e)
8/13/93 - I advised writer that it is the view of the PMN Office that no filing is required. RBSmith
HSR Informal Interpretations

9307006 Informal Interpretation

… be to determine how much the buyer would pay at present in cash for the [assets] being acquired, without any contingent … years? In other words, how can the assumption of an all-cash purchase be reconciled with a contingency that itself …
Date
Rule
801.10(b) and (c)(2) and (3)
7/21/93 - The writer was advised that the PMN Offices response to question (1)is affirmative. In response to question (2), the grant of a non-exclusive trademarklicense need not be included in the...
HSR Informal Interpretations

9306004 Informal Interpretation

… (Newco). Corporation A will contribute $9 million in cash in return for 60% of Newcos voting securities and Corporation B will contribute $6 million in cash for 40% of Newcos voting securities. In addition, … A will sell certain assets to Newco for $1 million in cash which is the deemed fair market value of the assets …
Date
Rule
801.40; 802.20
7/9/93 called writer and advised that the conditional contributions and/or guarantees to be made to the joint venture if it is successful in its intended activities need not be counted into the assets...
HSR Informal Interpretations

9307001 Informal Interpretation

… Premerger Notification Office concerning limited liability companies, it has become evident that the Office has not yet … form of limited liability company, not limited liability companies in general. Under the Delaware Limited Liability … be acquiring only nonvoting securities. I thank you in advance for your consideration of these issues and look …
Date
Rule
801.1(b)
No written comments from the PNO staff
HSR Informal Interpretations

9306006 Informal Interpretation

… securities of four closely held affiliated manufacturing companies (affiliated companies) in exchange for voting securities of Company A … B, the majority shareholder of all four affiliated companies, owns individually and with his wife, the land …
Date
Rule
802.20, 7A(a)(3)(B)
6/29/93 - Advised writer that land and voting stock held by acquired person couldbe included as one transaction. Advised that Company A stock taken back byacquired person may also be reportable. He...
HSR Informal Interpretations

9306003 Informal Interpretation

… or question directly to me by fax or letter. Thank you in advance for your cooperation. Sincerely yours, (redacted) …
Date
Rule
802.20
(Redacted) called HDR on 6-18-93. Confirmed that figures in 2 are latest, andtotal holdings will be less than $15 mm. Exempt - 802.20 (b). HDR. RSconcurs.
HSR Informal Interpretations

9304007 Informal Interpretation

… totaling $3,000,000. It is not anticipated that the cash flows of the New Partnership during the term of the … that A might receive greater than 50% of partnership cashflow or greater than 50% of partnership assets at the …
Date
Rule
802.63 ; 802.30
Bona fide debt work-out, 802.63, applies to both to trust and General partners as UPEs of partnership. A Bona fide creditor/debtor relationship between the Lender (Creditor) and XYZPartnership exists...
HSR Informal Interpretations

9305013 Informal Interpretation

… from (redacted) to (redacted) will not involve any companies outside of the holding company system. (3) Impact …
Date
Rule
802.30
802.30 Where various subsidiaries are held by ownership of voting securities the transfer of (redacted) the subsidiary (second tier) directly to parent so that parent will hold second tier subsidiary...
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