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HSR Informal Interpretations

8606014 Informal Interpretation

… follows: Because of the degree of control which insurance companies typically exercise over their general and separate … of any general or any separate account administered by such companies are, under 801.1(c)(7), deemed holdings of the … Act of 1933 by section 3(a)(2)(C) of such Act, and (C) advances made by an insurance company in connection with the …
Date
Rule
801.1(c)(7)
OK Wayne Kaplan 6/30/86
HSR Informal Interpretations

8606006 Informal Interpretation

… (redacted) is a wholly-owned subsidiary of (redacted). Both companies issue viable life insurance contracts and recently … are placed in separate accounts established by the companies (collectively (redacted) Separate Accounts), which … note that the first example of an exempt transaction that accompanies section 802.30 is that of the corporation which …
Date
Rule
802.30
No Comments
HSR Informal Interpretations

8604001 Informal Interpretation

… just prior to the asset purchase, raise the $15,000,000 in cash required for the purchase through the issuance of … preferred stock ($10,000,000) and notes ($5,000,000). The cash would be paid immediately over the assets. You informed … Under this proposed rule, if an entitys only assets are cash that will be used to make the acquisition and …
Date
Rule
801.11(e)
4/7/86 Called Mr. (redacted) and indicated that the PMN staff was in agreement with the facts as stated. However, did point out to Mr. (redacted) that a reference to no regularly prepared balance...
HSR Informal Interpretations

8603005 Informal Interpretation

… several forms. In some instances, the bak will agree in advance to sell debt instruments to another financial …
Date
Rule
801.1(b)
Andrew Scanlon Response: 3/21/ T/C Scanlon I advised (redacted) that the staff agreed that the transactions as outlined above were exempt as indicated. I suggested that should she be involved in a...
HSR Informal Interpretations

8603003 Informal Interpretation

… are perfected under Delaware law) into the right to receive cash and .178 of a new share of voting securities of XYZ … Delaware law) (the Participating Stockholders) will receive cash and .534 (.178 x 3) of a share of New Common Stock for … Revenue Code of 1954, as amended, thus, the distribution of cash to Participating Stockholders generally will be taxed …
Date
Rule
7A(c)(2)
I advised (redacted) that based on this letter a filing is required with XYZ (ESOP) as the acquiring party and XYZ as the acquired with the data the same for both parties, and that there may be a...
HSR Informal Interpretations

8602012 Informal Interpretation

… Under this proposed rule, if an entitys only assets are cash that will be used to make the acquisition and … advised that acquiring persons should not include as assets cash or loans that will be used to make an acquisition. The …
Date
Rule
801.11
See below 2/25/86 Follow-up letter to one of 2/6/86 clarifying facts of non-reportability. Facts confirmed. A.W.
HSR Informal Interpretations

8601008 Informal Interpretation

… balance sheet) for purposes of the size-of-person test, cash held for payment of expenses ancillary to a proposed acquisition can be disregarded. Thus, cash held for payment of acquisition-related expenses will now be treated like cash earmarked as consideration. Acquisition-related …
Date
Rule
801.11
See below
HSR Informal Interpretations

8512012 Informal Interpretation

… to approximately $9 million in debt), plus $1 million in cash, in return for a 50% interest in the partnership. … initial distribution from the Partnership of $15.5 million cash. In addition, (redacted) will sell inventories to the … (redacted) will contribute to the partnership $16.5 million cash, plus (a) its residual fee interest underlying a …
Date
Rule
801.40
See below
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