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HSR Informal Interpretations

8704003 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 … Holdings (redacted), both of which are (redacted) companies are in turn holding companies for a network if …
Date
Rule
801.1(b); 801.1(c)
On 6/3/87 I notified (redacted) that I did not know enough to dispute his conclusions but that this does not bind either agency in any future transaction. He will send in a letter to confirm that...
HSR Informal Interpretations

8706002 Informal Interpretation

… which coordinates and controls the activities of companies in mechanical related industries. The operating companies held by (redacted) are the following: (1) … (manufacturers of (redacted) As described above, these companies are established and coordinated so that each …
Date
Rule
801.1(a)(2)
I told him that (redacted) is a corporation engaged in commerce through its subsidiaries (redacted) and it must report
HSR Informal Interpretations

8706005 Informal Interpretation

… X and Y form a partnership, each contributing assets and/or cash, and each acquiring a 50% interest in the partnership. … 50%. Subsequent to the formation transaction, Y makes a cash contribution and increases its control of the …
Date
Rule
801.1(b)
06-11-This is correct
HSR Informal Interpretations

8705005 Informal Interpretation

… (ii) the sum of twenty million dollars ($20,000,000) in cash to be paid to the shareholder of the corporations being … sum of ten million dollars ($10,000,000); also in cash, to be paid to the shareholders of the corporations … eighty-seven thousand five hundred dollars ($187,500) in cash and will receive fifty percent (50%) of the joint …
Date
Rule
801.11(e)
May 29,1987-Told (redacted) that no filing is required - does not meet size of person test
HSR Informal Interpretations

8704001 Informal Interpretation

… is a private group of international financial services companies which are controlled by another individual … for the acquisition will consist of a combination cash and non-voting redeemable preferred shares of (redacted) will receive approximately $49,4000,000 in cash and $12,000,000 in non-voting redeemable preferred …
Date
Rule
801.11(e)
Based on the telephone call which established that this is one total interrelated transaction (despite all the separate steps) I concur that 801.11(e) will apply
HSR Informal Interpretations

8704002 Informal Interpretation

… in the (redacted) shares in (redacted) will be redeemed for cash and non-voting redeemable preferred stock of (redacted) … in (redacted) control of substantially all of the operating companies within the (redacted) will rest with (redacted) at …
Date
Rule
801.11(e)
Based on the analysis that this is one indissolvable transaction it appears that no filing by (redacted) is required since the 801.11(e) size-of-person calculation results in his person being less...
HSR Informal Interpretations

8704007 Informal Interpretation

… of payment, the contributing Corporation s will have to advance working capital to the Joint Venture Corporation to … Venture Corporation come on stream. The amount of such advances has not been fixed by contract and will depend on … Based on past experience, our client anticipates that such advances will exceed $10 million. The agreement between the …
Date
[note 1-sketch of joint venture] - The parties are forming a joint adventure to manage a portion of their assets, not all of their assets. Although this transaction meets the size-of-person test, it...
HSR Informal Interpretations

8607008 Informal Interpretation

… and its subsidiary) to have total assets (funded through cash contributions and third-party debt) in an amount which … by such person at the time of the acquisition and (ii) all cash that will be used by such person as consideration in …
Date
Rule
801.11(e)
OK upon later review. WEK 3/27/87
HSR Informal Interpretations

8504004 Informal Interpretation

… the option. Assume for purposes of this hypothetical that Companies X and Y satisfy the commerce and … with Rule 802.20(b) promulgated pursuant to the Act, Companies X and Y would be exempt from the Acts reporting …
Date
Rule
802.20; 801.1(f)
Comment: The initial transaction is exempt (32% of v/s) under Section 802.20. The option is reported if and when it is exercised. Although it is one part ofBeneficial ownership, that is the right to...
HSR Informal Interpretations

8507005 Informal Interpretation

… or equity holders, and all bond proceeds, revenues or other cash received must e applied for specific purposes in … the acquisition is exempt, premerger notification would not advance the statutory purpose of allowing the FTC …
Date
Rule
7A(c)(4); 7A(c)(5)
See below
HSR Informal Interpretations

8611013 Informal Interpretation

… within that entity, has assets consisting solely of cash, underdeveloped land, construction in progress of …
Date
Rule
802. 1 (a)
I concur per phone call 11/25/86 Upon later review it appears that this is an incorrect interpretation. This appears to be an acquisition of a home builder company and not an acquisition of an exempt...
HSR Informal Interpretations

8412004 Informal Interpretation

… receive a limited partnership interest in Partnership 2 (or cash) and the limited partnership                   … of the former and the transfer of assets between the two companies would be exempt under 802.30 as an intra-person …
Date
Rule
801.40; 802.30
OK upon review by W.E.K. 3/9/87
HSR Informal Interpretations

8505007 Informal Interpretation

… of Sellers to Buyer. At closing, Sellers will receive cash and a note which is not secured by assets of Sellers … including the subsidiary of (redacted) will hold only cash and their proportionate interest in the note and any … paragraph (d)(2)(B) appears to contemplate exemptions for companies like (redacted) in the foregoing fact situation. …
Date
Rule
7A(d)(2)(B)
No note was made on this letter at the time it was reviewed. Upon later review itappears that no special treatment can be given to any transaction or transactions merely because of asserted lack of...
HSR Informal Interpretations

8607002 Informal Interpretation

… X will also contribute to B Limited Partnership cash in the amount of approximately $24.7 million. In … pursuant to the option. In return for its contribution of cash and the limited partnership interest in A Limited … of any sale, financing or refinancing) and 50% of the cash flow of this partnership, subject to a special …
Date
Rule
801.40
OK WEK Upon later review on 3/9/87
HSR Informal Interpretations

8703003 Informal Interpretation

… at all. He owns (and I believe has no interest in) no other companies. Therefore, as I understand the prerequisite for …
Date
Rule
802.20
Advised that this was not reportable under HSR because it did not meet the size of person test, but that the non reportable status under HSR did not exempt any transaction from all antitrust law.
HSR Informal Interpretations

8702008 Informal Interpretation

… shell subsidiary of Bidco. the offer will be an all cash offer for approximately 80% of the outstanding voting … test. Bidco will have no assets other then (i) the cash paid for the Warrant and Management Groups common … of the aggregate price to be paid in the offer. All such cash and loans will be applied to the offer and, …
Date
Rule
802.20
None noted
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