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HSR Informal Interpretations

9105003 Informal Interpretation

… or greater of either the assets or securities of Company C. Companies A, B and C are all engaged in manufacturing. … annual net sales or total assets of $100,000,000 or more. Companies B and C have annual net sales or total assets of …
Date
Rule
802.50; 801.15
Called (redacted) letter correct, current position of PMN Office is to aggregate US& Foreign Components.
HSR Informal Interpretations

9104019 Informal Interpretation

… 1. Cs shares in Y are redeemed for less than $15 million in cash. 2. Remaining shareholders of X and Y form a holding …
Date
Rule
801.2
4/29/91-discussed with AD John Sipple. He says that HC, including X, filing to acquire Y([redacted] to determine if Y is then controlled by B) would be okay. So advised (redacted)(A, B, & C...
HSR Informal Interpretations

9104013 Informal Interpretation

… transfer to Entity A a 28% interest in the profits, losses, cash flow and liquidated proceeds of Entity B. 3. Entity B …
Date
Rule
802.20; 801.40
4/25/91 - Advised (redacted) that transfer of 70% undivided interest in the shopping mall(assuming size-of-person, and size-of-transaction met) is reportable as an asset acquisitionthough it...
HSR Informal Interpretations

9103010 Informal Interpretation

… certain manufacturing assets and Company B would contribute cash. During the course of the discussion, Company A learned … A and Company B each contributed (redacted) million in cash to WMC and subscribed 50% of the voting securities of … by 16 C.F.R.§802.20 applies. As a result of the formation, Companies A and B each hold 50% of the voting securities of …
Date
Rule
801.90; 801.40; 802.20
Called on 3/21/91-Confirmed the advice given with the §801.90 caution as expressed in the letter. Also, indicated that if the JV formed on 1/2/91 was a shell corporation rather than an ongoing...
HSR Informal Interpretations

9103015 Informal Interpretation

… To form the joint venture, A will contribute $25,000,000 in cash and B will contribute $50,000,000 from a third-party …
Date
Rule
801.40
801 Formation of a partnership is not reportable since neither is asset nor voting security is being acquired. In order to equalize partnership (50%50%) one partner may receive cash contributed by...
HSR Informal Interpretations

9102003 Informal Interpretation

… to finance leases. The buyer does not compete with the companies that presently lease and use the assets that are … portfolios of leased assets. The are not operating companies and have none of the indicia of operating companies (e.g., they have no employees, occupy no office …
Date
Rule
802.63; 7A(c)(1)
None noted
HSR Informal Interpretations

9101006 Informal Interpretation

… one hundred percent (100%) of the voting securities of four companies (individually, each is an Acquired Person, … Persons in the following amounts: $3, 300,000 to two of the companies collectively, $200,000 to one of the companies; and of the companies and $7,800,000 to the last …
Date
Rule
802.20, 7A(a)(2)(B)
Spoke on 1/21/91 and on 1/19/91 - he will call back - appears that one person controls all four companies that a filing will be made because total assets of the acquired person are slightly over 10MM...
HSR Informal Interpretations

9201001 Informal Interpretation

… partner, will contribute approximately $3,000,000 in cash to the Partnership. Immediately after the receipt of …
Date
Rule
801.40; 801.90
1/9/91 Advised (redacted) that formation of partnership (where contributions of (redacted) and (redacted) have a direct correlation to their 50/50 partnership interest, where payout to (redacted) is...
HSR Informal Interpretations

9101002 Informal Interpretation

… substantially all of its assets (including inventory) for cash of approximately $11.5 million. In addition, the buyer …
Date
Rule
801.10; 802.20
7A(c) - 801.10 - Purchase price does not indicate a assumption of ordinary course of business contracts to purchase raw materials; it would include any premium paid to obtain the raw material...
HSR Informal Interpretations

9012010 Informal Interpretation

… test. Person A proposes acquire for $10 million in cash Person Bs partnership interest in Partnership X. You … transaction for the assets to be acquired $10 million in cash Please let me know if my analysis is incorrect in any …
Date
Rule
801.10
12/21/90 - Advised (redacted) phone mail - 801.10(b) states that the value of assets to be acquired, i.e., assets of partnership, is fair market value of assets or, if determined and greater than the...
HSR Informal Interpretations

9011007 Informal Interpretation

… fact pattern was discussed: 1. Company A agrees to sell Companies B and C to Companies D and E, for a total purchase price of $10 million. Companies D and E are distinct entities, which are not …
Date
Rule
802.20; 801.1(b)
11/14/90 - Discussed with (redacted) made the clarification set out above.[note 1-D & Ewill have control, as defined by 801.1(b)]
HSR Informal Interpretations

9011008 Informal Interpretation

… of the facilities in exchange for (redacted) payable in cash plus (redacted) of (redacted) common shares of …
Date
Rule
802.63
[note 1-Continuum theory - not reportable - if [redacted] shares are not sold then theyshould file for them]-[note 2-continuum theory applies]-[note 3-802.63 lease Financing]
HSR Informal Interpretations

9011009 Informal Interpretation

… of the voting securities of Company B for $18 million in cash (plus the assumption of $7 million in debt). The …
Date
Rule
803.7; Premerger Notification Practice Manual Int. #296
Called on 11-26-90. Agreed that a new filing is not required. PNO has taken the positionover the last year or so that a new filing is not required if a person files to acquire all of acompanys assets...
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