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HSR Informal Interpretations

8811004 Informal Interpretation

… (such difference being referred to herein as “residual cash flow”). To date, Seller has distributed all of the residual cash flow it has received as dividend payments to its … flow generated from CMO transactions. In addition to such companies, a large number of other entities make such …
Date
Rule
802.1(c)(2)
This cannot be exempt under 802.1 or the c-2 exemption because substantially all of the assets of the acquired entity will be acquired. As a result, a “business” will be acquired. Thus, this cannot be...
HSR Informal Interpretations

8811007 Informal Interpretation

… is approximately $600,000,000 of which $475,000,000 is in cash, and $152,000,000 is in subordinated promissory notes … balance sheet. Moreover, (redacted) assets, excluding (1) cash that will be used as consideration in the (redacted) … $10 million.             (Redacted). I wish to thank you in advance for your attention to this inquiry. If we have not …
Date
Rule
802.20; 802.30
This letter was answered advised that transaction was non-reportable
Advocacy Filings

FTC Staff Comment Before the FCC In the Matter of Advanced TV Systems and Other Matters

… FTC Staff Comment Before the FCC In the Matter of Advanced TV Systems and Other Matters Enviado por wfg-adm109 … - 00:00 FTC Staff Comment Before the FCC In the Matter of Advanced TV Systems and Other Matters v880064.pdf Advocacy … Filing … FTC Staff Comment Before the FCC In the Matter of Advanced TV Systems and Other Matters …
Date
Matter Number
V880064
Docket Number
87-268
HSR Informal Interpretations

8810001 Informal Interpretation

… venture net assets valued at approximately $10 million and cash in the amount of $10 million. Corporation B will … venture net assets values at approximately 410 million and cash in the amount of $10 million. Corporation B will …
Date
Rule
801.40; 801.90
Checked with (redacted) - 10/7 called (redacted) advised that letter is ok 801.90(avoidance devise) is always an issue and we will continue to monitor. We are also aware of partnership formation...
HSR Informal Interpretations

8809004 Informal Interpretation

… in excess of five percent of T Co. In effectuating their settlement of such SEC claims (without admitting or denying … 13D add that, as a result of the Investors analysis of the companies in which they invest, the Investors May issue … golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against …
Date
Rule
801.1(c); 802.9
None noted
HSR Informal Interpretations

8808004 Informal Interpretation

… by one partner of voting securities and the contribution of cash by the other partner is non-reportable under the Act, … including (redacted) contributes $600 million in cash. A state law and/or private agreement which deems …
Date
Rule
801.2; 801.40
OK - Limited to the facts. 8/5/88
HSR Informal Interpretations

8807008 Informal Interpretation

… accomplished in tow stages. First, (redacted) will make a cash tender offer for Company shares which, it can be … and Company will merge, and any untendered shares will be cashed out. At this point, the surviving entity will borrow …
Date
Rule
801.40(1)
Letter is incorrect. For 801.40(c) the full face value of financing is included. It is not intended for 801.11(e) where it is taken down after the acquisition. Writer was informed on 7/28/88
HSR Informal Interpretations

8807010 Informal Interpretation

… (redacted) a second group of subsidiaries in exchange for a cash payment of $305 million. Third, (redacted) will borrow … acquisition of the operating businesses of Company A for cash and non-voting preferred stock would be exempt as part …
Date
Rule
801.11(e)
Notified the writer that facts were insufficient to determine reportability particularly reformation of (redacted) and acquisition by A of preferred (voting?) Shares of (redacted) 7/28/88
HSR Informal Interpretations

8807003 Informal Interpretation

… or the regulations thereunder based on the following facts. Companies A, B and C, all unrelated foreign companies, will acquire in the aggregate 50% of the stock of four U.S. companies (the subsidiaries). The Subsidiaries are 100% …
Date
Rule
801.10, 801.40
Ok - 7/18/88
HSR Informal Interpretations

8806004 Informal Interpretation

… hold the 51% share of the partnership. Assume further that Companies A and B fulfill the size of the parties test under … subsequent to the transfer from F to B of the 49% interest, Companies A and B formed a partnership with A holding a 49% …
Date
Rule
801.2; 801.40
None noted
HSR Informal Interpretations

8806007 Informal Interpretation

… price to be paid to the Buyer includes $5 million in cash and an assumption of certain liabilities of the Seller. … [note 1] the Buyer will pay the Seller $2 million in cash as consideration for the Sellers agreement not to … to the Buyer include approximately $7 million in cash which represents the deposits and partial payments …
Date
Rule
801.10
[note 1-$7.0 MM]
HSR Informal Interpretations

8806010 Informal Interpretation

… the two investment partnerships described in that letter in advance of the leveraged buy-out. This was done to ensure … best efforts to consummate the buy-out. As a result of this advance funding (in the amount of $5 million), one of the …
Date
Rule
801.1(b); 801.1(c)
After further discussion with parties, the parties were advised that notification was not necessary if the Partnership A did indeed become a less than 50% holder of (redacted) as a result of the...
HSR Informal Interpretations

8805003 Informal Interpretation

… will be converted into the right to receive a payment in cash representing the value of the shares. The aggregate amount of cash payments to Company shareholders will be $6.75 million. … the Company, as general partner, contributed $375,000 in cash to the Partnership and the two limited partners …
Date
Rule
801.11(e); 801.1(b)
OK 5-9-88
HSR Informal Interpretations

8805006 Informal Interpretation

… of less than $100 million, shall contribute an amount in cash totalling approximately $90 million (but in any case … Company shall contribute the approximately $90 million cash (received from the Investors) to New Company, which … shareholder of Target Company shall receive $330 million in cash for its shares of Target Company. We believe that the …
Date
Rule
801.11(e); 801.40
There are three separate transactions for purposes of determining size of Holding Company according to Section 801.40 of the rules, Holding company is a $340.0 MM dollar person not a $90.0 MM dollar...
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