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HSR Informal Interpretations

8702010 Informal Interpretation

… if the Master Partnership were funded with $150 million in cash and used $125 million to acquire the Property, the …
Date
Rule
801.40
I advised (redacted) that the word property used in the last sentence of the second complete paragraph of P. 2 was inaccurate and that all property did not qualify. Cash only passed through the newly...
HSR Informal Interpretations

8702001 Informal Interpretation

… loans and sales of the dealer receivables to finance companies. Approximately eighteen months ago the Equipment …
Date
Rule
U.S.C. 201 (c)(2)
I advised (redacted) that the two transactions described are exempt- but are exempt under c(1) rather than c(2). I explained that exemption under c(2) might lead to the conclusion that all accounts...
HSR Informal Interpretations

8702003 Informal Interpretation

… from 1982 through the end of 1986 (redacted) request, advanced substantial sums to (redacted) effort to assist it … paid by cancellation of (redacted) obligation to repay an advance in that amount under Production Agreement dated June …
Date
Rule
802.63(a)
I advised him that 802.63 was not broad enough to include the transaction
HSR Informal Interpretations

8702005 Informal Interpretation

… of $13,480,000, by paying Seller the sum of $7, 635,000 in cash and assuming $5,645,000 in liabilities, subject to … of all assets being sold, as measured by the sum of the cash being paid by Buyer to Seller and the liabilities of …
Date
Rule
802.20(a)
Exempt re not meet the size of transaction test.
HSR Informal Interpretations

8701003 Informal Interpretation

… is required because the United States operations of the companies are such that no 802.51 exemption is applicable. … period is applicable as long as the tender offer is a cash tender offer. Interpretation No. 64, Premerger … Practice Manual. Company As tender offer is for cash only to all shareholders of B in the United States. …
Date
Rule
802.51
1/14/87 Called (redacted) not available left message with (redacted) that the 30 day waiting period not the 15 day period would apply to this transaction since the consummation includes other than...
HSR Informal Interpretations

8701005 Informal Interpretation

… acquire 100% of the outstanding stock of (redacted) for cash amount equal to the value of its capital stock plus its …
Date
Rule
ABA #296
Qualified upon later review. As long as the transaction is also the same and no different antitrust overlaps is stated then no new filing is required.
HSR Informal Interpretations

8701006 Informal Interpretation

… balance sheet. The acquisition will be financed with cash which will be provided by (redacted). The Agreement … informal interpretation Number 104, states that the cash to be used in consideration for an acquisition by a …
Date
Rule
801.11(c)(2)
OK upon later review
HSR Informal Interpretations

8612008 Informal Interpretation

… miscellaneous assets, substantially all of which will be cash) is a number of shares of common stock of Y Co. equal … this particular situation, since its sole asset (other than cash) is voting securities of X Co. and the board of …
Date
Rule
802.30
Trusts already own shares through X; no filing for acquisition of Y shares by trusts. However, Y acquisition of X in a merger is reportable and so notified. 12/12/86
HSR Informal Interpretations

8611015 Informal Interpretation

… B will be paid in several forms. A Portion will be paid in cash, the amount and value of which is clear. In addition, a … for assets being acquired is in a form other than cash, the value of that consideration an not necessarily to …
Date
Rule
801.10 (b), 801.10 (c) (2), 801.13 (b) (1)
Letter incorrect. Since portions of the consideration are undetermined, the acquiring person must have good faith determine the fair market value of assets. 11/24/1986
HSR Informal Interpretations

8609008 Informal Interpretation

… together with other as yet unidentified (redacted) leasing companies (the Syndicate), provided that the financing is … the Syndicate would agree to purchase from (redacted) for cash, (2) a Master Sale Agreement, whereby (redacted) and …
Date
Rule
802.63
If bonafide financing deal this is exempt under 802.63. AS W.K. concurs.
HSR Informal Interpretations

8608005 Informal Interpretation

… plan to form a new corporation, Company X, by contributing cash or other assets in exchange for shares of common stock. … common stock of Company X, B will contribute $4.0 million cash in exchange for 47-1/2% of the common stock of Company … the remainder of Company As widget assets for $7 million cash, a promissory note in the principal amount of $2.4 …
Date
Rule
801.10; 801.40; 802.20
No written response will be given. A must determine in good faith fair market value of the v.s. of X it will obtain and if below $15.0MM in value then none of above transactions appear to be...
HSR Informal Interpretations

8608007 Informal Interpretation

… 1) prior to closing, B would repay the loan to A from its cash flow; or 2) prior to closing, B secures a loan from a …
Date
Rule
7A(a)(3)
I concur Patrick Sharpe. Called (redacted) 8-22-86 Andy concurs. Upon later review, the letter appears to ignore the PMN position that any direct assumption of liabilities bargained for between the...
HSR Informal Interpretations

8608010 Informal Interpretation

… and are not related. In addition, no other corporations, companies, partnerships, joint ventures, entities or trusts … will receive in consideration for this transfer $100,000 in cash and a percentage of the voting securities of Company A, …
Date
Rule
802.20
This transaction (or transactions) exempt under 802.20 Called (redacted) 8-26-86
HSR Informal Interpretations

8607011 Informal Interpretation

… two subsidiaries. Each of the two existing bank holding companies would be merged with and into the subsidiaries of … of the transaction, the two existing bank holding companies would be wholly-owned subsidiaries of the … bank holding company of two existing bank holding companies. The registration of the new company, as the …
Date
Rule
7A(c)(7); 7A(c)(8)
Response: Advised the Above on Aug. 1, 1986 that I agree. Andy Upon later review this appears to be in error regarding the submission of documentary info. for that portion of the transaction subject...
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