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HSR Informal Interpretations

9304001 Informal Interpretation

… purchased its Shares in 1992 for [redacted] million in cash in a transaction not subject to reporting under HSR as … [Redacted] is proposed to be capitalized by [redacteds] cash equity contribution and possible loan aggregating … approximately [redacted] million or less and [redacteds] cash equity contribution and possible loan aggregating …
Date
Rule
802.20, 801.10, 801.40, Fees
Called [redacted] 4-6-93. Two filing fees are required for this transaction. RS concurs.
HSR Informal Interpretations

9304003 Informal Interpretation

… in turn, is controlled by an individual (the Individual). Companies A, B, C and D each meet the  size of person test; …
Date
Rule
801.40
In the formation of a partnership the acquisition of partnership interests in return for assets or voting stock is not reportable since a partnership interest is deemed to be neither a voting security...
HSR Informal Interpretations

9303005 Informal Interpretation

… The general partners will contribute a nominal amount of cash to the limited partnership. The limited partners will, … of the equity capital, approximately [redacted] million, in cash to the limited partnership. No general or limited … working interests is approximately [redacted] million in cash. We do not know if Corporation Z is controlled by any …
Date
Rule
801.11(e)
3/23/93 - advised [redacted] that, based on this fact scenario, in which the very same assets were to be purchased from (potentially) two or more acquired persons, 801.11(e) could be used to reduce...
HSR Informal Interpretations

9302007 Informal Interpretation

… management or for clinical services; and (7) approval of settlements of administrative proceedings or litigation to … except that members may have the authority to approve settlements of litigation that exceed insurance coverage or …
Date
Rule
801.2(a)
Limitations on day-to-day operations do not negate the fact that [redacted] will consolidate with [redacted] and control it. State approval of operations as separate entitles does not affect HSR rules...
HSR Informal Interpretations

9302008 Informal Interpretation

… Ten percent of the purchase price is being paid in cash, with the remainder being financed by Seller. Seller …
Date
Rule
7A(c)(1)
Raw timberland is exempt since it has not been harvested in 5 years. Also it is only inventory for buyer who will use it in the ordinary course of his business.
Advocacy Filings

FTC Staff Comment Before the Federal Communications Commission In the Matter of Advanced Television Systems and Their Impact Upon the Existing Broadcast Service

… the Federal Communications Commission In the Matter of Advanced Television Systems and Their Impact Upon the … the Federal Communications Commission In the Matter of Advanced Television Systems and Their Impact Upon the Existing Broadcast Service v930003-fcc-advanced-tv.pdf Advocacy Filing … FTC Staff Comment Before …
Date
Matter Number
V930003
HSR Informal Interpretations

9212005 Informal Interpretation

… are loans made by [redacted] to 28 independent leasing companies. The loans are secured by [redacted] leased by the … terminated all but one of the loans and has made no further advances to 27 of the 28 independent leasing companies this … may reopen some of the terminated loans and make additional advances. In addition, [redacted] intends to continue making …
Date
Rule
7A(c)(1); 802.1
See # 23 in Premerger Practice Manual refers to the PMN Office position on loans. Called [redacted] 12-18-92. Noted that the sale of substantially all of a portfolio of loans can be exempt under c-1...
HSR Informal Interpretations

9211008 Informal Interpretation

… has use of the [redacted] in order to assure that stream of cash necessary to repay the financing. The owner-lessors …
Date
Rule
801.1(c)
11/30/92 - Advised [redacted] that under the particular facts of this situation, there is no need for lessee to file for taking of title to [redacted] from lessor. Under the present lease, we are of...
HSR Informal Interpretations

9211005 Informal Interpretation

… to you that the Company had the option, instead of paying cash, to pay for the acquisition by the issuance of its … price for these properties, at its option, either in cash or through the issuance of 400,000 of its shares at the … to the Company and obtain the equivalent of $15.2 million cash purchase price. Obviously, the primary motivation for …
Date
Rule
7A(c)(9); 802.9
11/18/92 - spoke to [redacted]. Advised that assuming [redacted] would be taking more than $15 MM in the Company's stock, it appears that evidence has been presented to support the conclusion that...
HSR Informal Interpretations

9211004 Informal Interpretation

… the total acquisition will be less that $15, 000,000, since cash is not counted for purposes of determining the value of …
Date
Rule
801.10(c)(2)
Called [redacted]. It appears that $18 mm in assumed liabilities will remain after covering written premiums, and, therefore, is acquisition price. RS and PS concur.
HSR Informal Interpretations

9211002 Informal Interpretation

… the Federal Reservess annual report for bank holding companies also requires substantial information in addition …
Date
Rule
Item 4(b) of the Form
Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...
HSR Informal Interpretations

9211010 Informal Interpretation

… liabilities; the partnership will pay $33 million in cash to A. This, although structured as described above, the … A will have received a net payment of $16.5 million in cash. It may also be relevant to note that A and B have no … have been formed before acquiring the Business from A and cash contributions to the partnership will have been made by …
Date
Rule
801.1
Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...
HSR Informal Interpretations

9210002 Informal Interpretation

… net sales. The assets of each would consist solely of cash to be used in connection with the acquisition of … used, as each of A and B will be owned in the end by shell companies organized for their acquisition. Each shell … stockholders of A. No assets (other than acquisition cash) or annual net sales. Its own ultimate parent entity. …
Date
Rule
801.11(e)
10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO
HSR Informal Interpretations

9209010 Informal Interpretation

… (PNO note: It doesnt matter. It is income producing.) Companies A, B and C are/were in different lines of …
Date
Rule
802.1, 801.1(b), 801.1(c)
I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...
HSR Informal Interpretations

9210004 Informal Interpretation

… Notification Rules to the Formation of Limited Liability Companies Dear Victor: Following up on our recent telephone … Notification Offices treatment of limited liability companies, and the application of these views to a fact … the Premerger Notification Office views limited liability companies as tantamount to corporations. More specifically, …
Date
Rule
801.40
For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...
HSR Informal Interpretations

9210009 Informal Interpretation

… its 100% voting share-interest in X Corp. and related companies (X) which is to be reorganized in bankruptcy. (The …
Date
Rule
801.1(c)(1)
Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...
HSR Informal Interpretations

9209005 Informal Interpretation

… assets, that price should include all other non-cash consideration (redacted) pays. This would include …
Date
Rule
801.1(b)
Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...
HSR Informal Interpretations

9209003 Informal Interpretation

… fiscal year. The above processing arrangement between Companies B and C was entered into for legitimate business … reasons and predated any acquisition discussions between Companies A and B. In addition Companies A and B are not competitors. There is no …
Date
Rule
801.11(c)
Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.
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