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HSR Informal Interpretations

9010006 Informal Interpretation

… Company B is selling the asset in order to generate cash.   Company A is not a competitor of Company B. Company …
Date
Rule
802.63
10/30/90 Advised that this transaction is exempt from reporting requirements under our interpretation of 802.63 in that it is a bona fide sale/leaseback in the ordinary course ofbusiness of Company A...
HSR Informal Interpretations

9009013 Informal Interpretation

… 25. Under the proposed transaction, two (redacted) companies will buy five parcels of U.S. real estate as tenants in common, with the (redacted) companies paying $10 million each for their respective … for office space. After the closing, the two (redacted) companies intend to sell their interests in the parcels to a …
Date
Rule
801.11(e); 801.10
10/1/90 Told (redacted) that the first mode of analysis is correct but not the second andassuming the faith stated the conclusion is correct. TFH
HSR Informal Interpretations

9009012 Informal Interpretation

… excess of $100,000,000. The purchase price is $17,000,000 cash. A very small portion of the land has been leased to an …
Date
Rule
802.1
9/24/90 Called him back. Clarified that since the size-of-person test isnt met there is noneed to go to the exemption under 802.1 for realty. Its really a 2-step process: 1) do youhave to file under...
HSR Informal Interpretations

9009011 Informal Interpretation

… assets under 801.11(c)(2). We note that life insurance companies using the NAIC Annual Statement Blank for Life and … Interpretive Letter No. 96 provides that life insurance companies that in their last regularly prepared annual …
Date
Rule
801.1(c)(2); 801.11(c)(1)
Advised that 801.1(c)(2) requires insurance company to include assets held in a separateaccount for size of person test. - JDahnke 9/20/90
HSR Informal Interpretations

9009007 Informal Interpretation

… partnership is being formed pursuant to a court order upon settlement of certain litigation between affiliates of the … contributed to Sub. W. (Corporation B will also contribute cash to Sub. I.) The Partnership will own 100% of the voting …
Date
Rule
801.40; 802.30
None noted
Cases and Proceedings

Vons Companies, Inc.

… Vons Companies, Inc. Vons Companies, Inc. Federal Trade Commission Decisions, Volume 113, Page 779 … Vons Companies, Inc. …

Federal Trade Commission Decisions, Volume 113, Page 779

Type of Action
Administrative
Last Updated
HSR Informal Interpretations

9008004 Informal Interpretation

… acquisition price paid in equal monthly installments, in advance. The Base Lease Rate, currently estimated at 12.7%, … be waived if and when each of the New Facilities achieves cash flow coverage, after a 6% management fee, of 2.0 to 1 … the remaining term of the lease, taking into account any cash paid or received and any other relevant factors. The …
Date
Rule
801.40
The formation of the companies are steps in a subsequent merger. Since it is a merger,801.40 cannot apply. If there were no merger, then it will be subjected 801.40.
HSR Informal Interpretations

9008008 Informal Interpretation

… Company A will pay Company B approximately $18 million in cash, approximately $9 million of which is attributable to … A’s Acquisition of Company C Stock             Because Companies A and B collectively satisfy the size-of-person … voting securities to or through an investment banker for cash. The voting securities conveyed to Company B by Company …
Date
Rule
801.10(c)(2)
8/30 Advised (redacted) that as long as none of the payment of Company C’s debt to Company B was disguised consideration for the purchase of C’s stock, there is no basis for questioning the $9 MM...
Advocacy Filings

FTC Staff Comment to the Hon. Vincent J. Funo Concerning Pennsylvania S.B. 1310 to Regulate Hostile Takeovers of Certain Companies

… S.B. 1310 to Regulate Hostile Takeovers of Certain Companies Enviado por wfg-adm109 el Jue, 01/02/1990 - 00:00 … S.B. 1310 to Regulate Hostile Takeovers of Certain Companies v900021.pdf Advocacy Filing … FTC Staff Comment to … S.B. 1310 to Regulate Hostile Takeovers of Certain Companies …
Date
Matter Number
V900021
HSR Informal Interpretations

8402007 Informal Interpretation

… amount less than $15 million, plus an amount equal to the cash and cash equivalents on hand at the closing, plus the value at … proper analysis of this transaction is as follows: 1) the cash and cash* equivalents are not included in determining …
Date
Rule
801.15; 801.21, 801.90, 802.1, 802.20
Per J/S, Wrong - buying an ongoing store and inventories should not be excluded. Not in normal course of business to sell
HSR Informal Interpretations

8912013 Informal Interpretation

… assets incidental to its real estate holdings, such as cash, receivables, and prepaid expenses. A Savings and Loan … on liquidation of its interest in the Partnership (1) cash, (2) future payments collateralized by certain … by the Partnership will be transferred to a company or companies controlled by Mr. A. Three of the Corporations …
Date
Rule
7A(c)(1); 802.20 (b)
1/3/90 - called (redacted) and advised that we view - A as having acquired all of thepartnership interests, i.e., the full assets of the partnership. However, we do not view bankspace as retail since...
HSR Informal Interpretations

9101001 Informal Interpretation

… as not reported. The facts we discussed are as follows: Companies A & B, which control respectively, Partnerships C … is controlled by Company B, for the payment of $5 million cash. Company A will also receive a $10 million note from … I understand that ths would potentially subject each of the companies and partnerships to the penalties provided under …
Date
Rule
801.40
1/2/90 - advised (redacted) that we generally prefer to have the intermediary and final events occur at the same time. He said this would likely happen in the present case but since certain filings of...
Advocacy Filings

FTC Staff Comment to the Hon. Thomas F. Allgood Concerning Georgia H.B. 565 to Require Auto Rental Companies to Assume Liability for Vehicle Damage

… Allgood Concerning Georgia H.B. 565 to Require Auto Rental Companies to Assume Liability for Vehicle Damage Enviado por … Allgood Concerning Georgia H.B. 565 to Require Auto Rental Companies to Assume Liability for Vehicle Damage v890085.pdf … Allgood Concerning Georgia H.B. 565 to Require Auto Rental Companies to Assume Liability for Vehicle Damage …
Date
Matter Number
V890085
HSR Informal Interpretations

8908002 Informal Interpretation

… for the fixed assets of (redacted) will not purchase cash or accounts receivable. In addition, (redacted) will … (50%) $ 135,000 Since (redacted) are not operating companies, they have no inventory and no (redacted) …
Date
Rule
7A(a)(3)
8-11-89-Called (redacted)- the transaction would not be reportable - size of transaction is not met as the holdings are aggregated
HSR Informal Interpretations

8908003 Informal Interpretation

… to NewCo in exchange for voting securities of NewCo. Cash will be contributed by Investor to NewCo in exchange … held by NewCo or Management, will be acquired by NewCo in a cash merger, and NewCo and Public Company will be merged … such entity will be its own ultimate parent entity. Since cash is not an asset of the person from which it is …
Date
Rule
801.2(d); 802.20(b)
None noted
HSR Informal Interpretations

8906001 Informal Interpretation

… 584.4(b) of the Regulations for Savings and Loan Holding Companies (Applications) filed by (redacted) with the …
Date
Rule
7A(c)(8)
Please note - I am not an attorney. (redacted) has sold institution and now doesnot come under the jurisdiction of the FHLBB. Can the prior C-8 exemption applyto acquiring v/s of (redacted) - no. Also...
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