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HSR Informal Interpretations

9203010 Informal Interpretation

… by Company A and Company B will be redeemed in exchange for cash, voting securities of a subsidiary of Company X … by Company X. Company A is to receive in the redemption cash (in an amount currently estimated at approximately $8 … of Company X. Company B is to receive in the redemption cash (in an amount currently estimated at approximately $12 …
Date
Rule
7A(c)(3); 7A(c)(2); 801.14; 801.15; 802.30
801.14 - The assets must be aggregated with v/s of Sub. Z. Note: If asset purchase occurs first, do not aggregate. See example 801.14 and 801.13(b). Even if aggregated, value is less than $15 MM. (See...
HSR Informal Interpretations

9203012 Informal Interpretation

… by X. The pledge agreement provides that upon default by X, cash dividends, if any, would be paid to Corporation A and …
Date
Rule
802.63(a)
Called on 3/31 to confirm that the letter reflects the advice provided. In an early conversation I explained that 802.63 was applicable even though A did not regularly lend money since the loan was...
HSR Informal Interpretations

9202004 Informal Interpretation

… before and after the transaction, as they are the surviving companies in their respective mergers so that II’s …
Date
Rule
801.40; 802.60
2/5/92 - talked to (redacted). As to conclusion 2, pg 3., advised that, although underwriters are exempt under 802.60, if they are part of the formation of N, their contributions should be included in...
HSR Informal Interpretations

9201007 Informal Interpretation

… to (redacted) and by the Medical Group to Building Companies I and II. All the constituent entities share a …
Date
Rule
801.11
1/24/92 - called (redacted). Advised that, in the view of the PMN Office, if the voting stock and partnership interests of the various entities were to be contributed to the Medical Group at the same...
HSR Informal Interpretations

9112012 Informal Interpretation

… and in proportion to the respective shareholdings of those companies. Thus, the shareholders of A would receive, in the … be in excess of $15,000,000. A and B each are widely-held companies. No shareholder of A or B would hold 15% or more …
Date
Rule
802.51
1/15/92 called (redacted). Advised that joint venture by A and B cannot be disregarded and if A or B are themselves not exempt, one or both must file. Position in ABA letter #137 (old book) is still...
HSR Informal Interpretations

9201002 Informal Interpretation

… common stock of (redacted) and (ii) either (redacted) in cash or additional publicly registered shares of (redacted) … (shares of (redacted) were, in fact, delivered in lieu of cash). As a result of the potential coverage of 801.2(e) of … liquidate the (redacted) common stock in order to obtain cash proceeds with which to so pay down the Loan. The …
Date
Rule
802.9
A competitors acquisition of voting stock of another competitor is inconsistent with holding the v/s as a passive investor. An exemption is determined at the time of filing.
HSR Informal Interpretations

9201003 Informal Interpretation

… In the 1990 balance sheet, you will see that the sum of the Cash and temporary investments, restricted and the … the corresponding liability, Premiums payable to insurance companies, is the same amount. Note 4 to the 1990 financial … balance sheet. As you can see, at December 31, 1991, the Cash and temporary investments, restricted is $11,947,644, …
Date
Rule
801.11
May exclude restricted cash from balance sheet. FN 4 which restricts use of cash as part of balance sheet. Use of cash is limited to interest earned. Therefore all cash listed is not an asset of the...
HSR Informal Interpretations

9201014 Informal Interpretation

… the assets it contributed, X shall borrow $40 million in cash and shall redeem from B its one-third partnership … to the partnership for which it concurrently receives cash from another partner in connection with the formation …
Date
Rule
801
When a person joins an existing partnership P by contributing assets this is equivalent to the formation of a P and is not reportable. Withdrawal from a P by having the P acquire the interest is not...
Advocacy Filings

FTC Staff Comment Before the Federal Communications Commission In the Matter of Advanced Television Systems and Their Impact Upon the Existing Television 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 … the Federal Communications Commission In the Matter of Advanced Television Systems and Their Impact Upon the …
Date
Matter Number
V920002
HSR Informal Interpretations

9112014 Informal Interpretation

… new Partnership C and Person B contributed $3,000,000 in cash to the Partnership C. Person A received a two-third …
Date
Rule
801.10
12/26/91- called (redacted). Advised that Scenario A is reportable. (Do not trace partnership interest held thru to assets of partnership.) B is not reportable. C isreportable if, after redemption of...
HSR Informal Interpretations

9112001 Informal Interpretation

… to (redacted), and by the Medical Group to Building Companies I and II. All the constituent entities share a …
Date
Rule
801.1(a); 801.1(b); 7A(c) (1)
12/9/91 called (redacted). Advised that Tom and I were of the view that even though the Medical Group, the Hospital Corporation and the (redacted) had the same equity and interest holders, no one...
HSR Informal Interpretations

9111010 Informal Interpretation

… to finance leases. The buyer does not compete with the companies that presently use the assets that are the subject …
Date
Rule
7A(c)(1); 802.1(b)
11/18/91 - called (redacted). He confirmed that this proposed sale did not involvethe sale of substantially all of the assets of a division of the seller and that the buyers purchase of these lease...
HSR Informal Interpretations

9111001 Informal Interpretation

… assignments of portions of the portfolio to other finance companies in exchange for payment of the loans in the … portfolio. Company A and these three assignee/buyer finance companies regularly enter into such transactions in the … as a finance company, will refinance loans by other finance companies. It has assets in excess of $100 million. Company …
Date
Rule
7A(c)(1)
None, but see #9111003
HSR Informal Interpretations

9111018 Informal Interpretation

… Partnership); (b) the Fund will contribute $50,000,000 of cash to the Partnership and the Subsidiary will contribute … present case, the Fund will have contributed $50,000,000 in cash for a two-thirds interest in the Partnership and the … $25,000,000 for a one-third interest. While the contributed cash and the additional cash realized by the borrowing by …
Date
Rule
801.40
This transaction is a formation of a partnership not a corporation - - not reportable. 7-31-78 SBP at 33485. Contacted (redacted); not reportable. PS. RS concurs, but notes minor flaws in letter.
HSR Informal Interpretations

9110013 Informal Interpretation

… to Section 802.63 clearly contemplates that insurance companies are often creditors of business entities. The … what circumstances, do banks, banking associations, trust companies, investment companies and insurance companies acquire voting securities …
Date
Rule
802.63
10/23/91 Per J/Ss request, called (redacted). He advised that B was not acompetitor of A, the insurance company. I advised that A appeared to be acreditor of B and, as such, in a bona fide debt...
HSR Informal Interpretations

9110010 Informal Interpretation

… in established businesses (referred to herein as “portfolio companies”). The Partnership currently has two general … size of the Partnership’s investment in the two portfolio companies is expected to be approximately the same, if the …
Date
Rule
801.1(b)
10/15/91 - Told writer that X would control because meets definition of control at the time of consummation, despite the fact that after consummation, it would no longer have 50% interest.
HSR Informal Interpretations

9110008 Informal Interpretation

… you are in agreement with my analysis. Let me thank you in advance for your corporation. Very truly yours, (redacted) …
Date
Rule
802.30; 802.52
Called (redacted) 10-9-91 Basically concur with letter and noted comments. [note 1-graph regarding corporations]-[note 2-Does anyone else control A? -No confirmed from(redacted)]-[note 3-U.S. subs...
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