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HSR Informal Interpretations

8804008 Informal Interpretation

… another foreign subsidiary, owns various United States companies which also own substantial assets in the United … of (redacted), B Corp., C Corp. and D Corp. pursuant to non-cash exchange offer and that, following the consolidation, … otherwise controls (redacted) A Corp. and D Corp., the two companies having United States Assets, both have assets or …
Date
Rule
802.30; 802.51(b)
The letter accurately reflects the advice given 4/19/88 [note 1-diagram of current corporate structure]
HSR Informal Interpretations

8804007 Informal Interpretation

… $14 million (with the remaining $35 million being paid in cash). The holders of the mortgage indebt4dness are …
Date
Rule
801.10
Question: Does the $14.7 mm allocated to warehouse space include a portion of the $14 mm assumption of the mortgage? Yes, the $14.7 mm acquisition price includes cash and the assumption of a portion...
HSR Informal Interpretations

8804005 Informal Interpretation

… Effective as of March 17, 1988, (redacted) entered into a Settlement Agreement providing for settlement of (redacted) … Additionally, at the closing (redacted) will make cash payments to (redacted) aggregating approximately $135 … (redacted) to be conveyed (redacted) the closing, and the cash payments to be made by (redacted) such closing, will be …
Date
Rule
7A(c)(4)
7A(c)(4) appears to apply 4/12/88
HSR Informal Interpretations

8804001 Informal Interpretation

… formation of the partnership, Company A will receive a cash distribution from the partnership of approximately $56 … Reg. 33,487 (July 31, 1978). Similarly, the distribution of cash from a partnership is not reportable. Although the …
Date
Rule
801.40; 801.1(b)
Confirmed that the 1987 amendment to the control rule did not change the position in §801.40, i.e., that the formation of noncorporate joint ventures are not reportable. Facts in this case however...
HSR Informal Interpretations

8804003 Informal Interpretation

… 50% interest in the partnership. Company b will contribute cash to the partnership in exchange for the other 50% … after the partnership is formed, Company A will receive a cash distribution from the partnership. The parties decided …
Date
Rule
801.90
Understand from the writer that this transaction was structured as proposed before HSR was ever considered. While the structure is of (illegible) it does not seem to pose an 801.90 problem in this.
HSR Informal Interpretations

8804010 Informal Interpretation

… (Redacted) owns 100% of the capital stock of four separate companies, one incorporated and based in Germany, one in …
Date
Rule
802.50
The letter ignores the question of the indirect acquisition of the U.S. sub (redacted) which may be reportable if its V-3 are $15.0 MM in value. Otherwise the transaction is non-reportable pursuant to...
HSR Informal Interpretations

8803002 Informal Interpretation

… (redacted) in exchange for (a) approximately $60 million in cash (depending on the net book value of the assets at the …
Date
Rule
801.1
I notified the writer that Y appears to be the agent of Z and Z controls (redacted) and has to file to acquire the assets of X. Wayne Kaplan 3/11/88
HSR Informal Interpretations

8803008 Informal Interpretation

… to pay S (or any of those other firms) $25-30 million in cash if X would assume YUs obligations to perform under the … from assuming the contract will thus be the $25-30 million cash payment from Y. If X is able to perform the contract … to X from Y. The acquisition by X of $25-30 million in cash from Y is not reportable, since cash is not considered …
Date
Rule
801.10
OK
HSR Informal Interpretations

8707004 Informal Interpretation

… have contributed as general partners a total of $20 in cash. The entire aggregate contribution by the general … a staged pay-in basis with an initial amount to be paid in cash at the time of subscription ($50,000) and with the … will at the time of the issuance of the Debenture only advance a portion of the total purchase price that he …
Date
Rule
801.11(e)
Partially confused but the transaction acquirers appears to be subject (redacted) to the 801.11(e) size of person test and thus the transaction is (illegible).
HSR Informal Interpretations

8706004 Informal Interpretation

… of investment advisers and managers (the Managers) to give advance notification under the Hart-Scott-Rodino Antitrust … account of unit trusts (or mutual funds), investment trust companies and private investors (collectively, the … Letter) had violated the Act due to their failure to give advance notification of proposed acquisitions of voting …
Date
Rule
801.1(c)
OK 6/15/87
HSR Informal Interpretations

8706006 Informal Interpretation

… closing, the ESOP will pay Company A a substantial sum in cash for 99.5 percent of Newcos common stock, which … addition to the Newco preferred stock and warrants, and the cash received from the sale of Newco common stock to the … team, Company A at closing will receive a substantial cash payment 9financed by bank debt and publicly-offered …
Date
Rule
802.35
OK-6/10/87-but limited to these specific facts
HSR Informal Interpretations

8706001 Informal Interpretation

… P-3" and P-4" in J will be approximately $40,000,000. The cash contributions of each participant will be 75% in the … voting common stock (i.e., a total of $30,000,000 will be advanced to J as loan and $10,000,000 will be contributed to … approximately $40,000,000. To my knowledge, the foregoing cash amounts constitute the entirety of the assets which …
Date
Rule
801.40; 802.20
See revision of this transaction outlined in letter dated 6/9/87-[note 1-5 pages of exhibit A, B and C]
Displaying 2741 - 2760 of 2929
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