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HSR Informal Interpretations

1406011 Informal Interpretation

… Dear Mike and Kate, This letter is written to confirm our understanding regarding the applicability of the … interests of C (A, B and C each individually, a "Target Company" and collectively, the "Target Companies") in one … B C LP1 $67,591,387 $23,779,193 $  2,391,900 LP2     9,147,260     3,218.080        323,700 LP3     4,781,330     …
Date
Rule
801.40, 802.4, 802.30(c)
We agree that nothing prior to the formation of Holdco is reportable. As to the formation, because LP1 is contributing more than 50% of the interests in A, Band C, it is deemed to be contributing all...
HSR Informal Interpretations

1406015 Informal Interpretation

… Subject: RE: HSR UPE Question We-would agree that the FCPRs are not entities for HSR purposes and therefore cannot … provide guidance on. Facts: A client will use two Fonds Communs de Placement a Risques (FCPRs)- Fund A and Fund B-to fund a new LuxCo, which will control a …
Date
Rule
Fonds Communs de Placement a Risques (FCPRs)
06/25/2014 We-would agree that the FCPRs are not entities for HSR purposes and therefore cannot control anything or be controlled, so the LuxCo would be its own UPE.
HSR Informal Interpretations

1406016 Informal Interpretation

… a new filing fee. If we started applying that logic, any fund within a family that has the same GP who paid the fee would be able to do a corrective filing if the wrong fund was initially identified without paying a new fee. From: … Counsel asked if another fee would be required "since the company already paid" in 2007. I told him yes. He said: In …
Date
Rule
Corrective Filing Fee
06/25/2014 I don't think it matters who paid the fee. It was a different acquiring UPE that filed so it's a different transaction requiring a new filing fee. If we started applying that logic, any...
Early Termination Notices

20141126: Jindal SAW Limited; PSL-North America LLC

… 20141126: Jindal SAW Limited; PSL-North America LLC HSR Early Termination Notice 20141126: Jindal SAW Limited; PSL-North America LLC 20141126 PSL-North America LLC PSL-North America LLC Jindal SAW …
Date
Acquiring Party
Jindal SAW Limited
Acquired Party
PSL-North America LLC
Acquired Entities
PSL-North America LLC
HSR Informal Interpretations

1406012 Informal Interpretation

… (Redacted) - on first blush (Redacted) description sounded like more than merely arranging (esp. "doing … potential lenders, selecting the lenders, negotiating the comm i tment/indication of interest letters,and negotiating … Sellers will receive a total of approximately $103 million combined from the third party loan proceeds and Buyer …
Date
Rule
Leveraged Acquisition
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
HSR Informal Interpretations

1406014 Informal Interpretation

… question regarding the identity of the UPE of a corporation under the following facts: A corporation has 6 shareholders. … an individual who has agreed to act as the voting trustee under the voting trust agreement. The shares governed by the … to appoint a co-trustee or a successor trustee. It is my understanding that, since there is no one shareholder that …
Date
Rule
Voting Trust
06/24/2014 (Redacted) - We don't think it would be the voting trustee because he is just voting the shares in his fiduciary role of trustee, but since the voting trust is irrevocable, we would say...
Early Termination Notices

20141084: Audax Private Equity Fund IV, L.P.; Aztec Holding Corporation

… 20141084: Audax Private Equity Fund IV, L.P.; Aztec Holding Corporation HSR Early Termination Notice 20141084: Audax Private Equity Fund IV, L.P.; Aztec Holding Corporation 20141084 Aztec … Corporation Aztec Holding Corporation Audax Private Equity Fund IV, L.P. … 20141084: Audax Private Equity Fund IV, L.P.; …
Date
Acquiring Party
Audax Private Equity Fund IV, L.P.
Acquired Party
Aztec Holding Corporation
Acquired Entities
Aztec Holding Corporation
Early Termination Notices

20141075: TransForce Inc.; Marathon Fund Limited Partnership V

… 20141075: TransForce Inc.; Marathon Fund Limited Partnership V HSR Early Termination Notice 20141075: TransForce Inc.; Marathon Fund Limited Partnership V 20141075 Transport America, Inc. Marathon Fund Limited Partnership V TransForce Inc. … 20141075: …
Date
Acquiring Party
TransForce Inc.
Acquired Party
Marathon Fund Limited Partnership V
Acquired Entities
Transport America, Inc.
Early Termination Notices

20141101: Riverstone Global Energy and Power Fund V (FT), L.P.; RJS Power Holdings LLC

… 20141101: Riverstone Global Energy and Power Fund V (FT), L.P.; RJS Power Holdings LLC HSR Early … Notice 20141101: Riverstone Global Energy and Power Fund V (FT), L.P.; RJS Power Holdings LLC 20141101 RJS Power … RJS Power Holdings LLC Riverstone Global Energy and Power Fund V (FT), L.P. … 20141101: Riverstone Global Energy and …
Date
Acquiring Party
Riverstone Global Energy and Power Fund V (FT), L.P.
Acquired Party
RJS Power Holdings LLC
Acquired Entities
RJS Power Holdings LLC
HSR Informal Interpretations

1406009 Informal Interpretation

… transaction and wanted to run our analysis by you. • Company A proposes to sell a cruise ship, Ship X , from its fleet to Company B for a price above the siz e of transaction … X,but will be owned by the same UPE, Company A. Per our understanding of Rule 802.1(d)(3), as applicable to these …
Date
Rule
802.1(d)(3)
As long as it will be owned by the same UPE, the fact that it will operate as part of a different fleet is not relevant to the analysis. KW and KB concur
Early Termination Notices

20140855: Mars, Incorporated; The Procter & Gamble Company

… 20140855: Mars, Incorporated; The Procter & Gamble Company HSR Early Termination Notice 20140855: Mars, Incorporated; The Procter & Gamble Company 20140855 Natura Pet Products, Inc. An-Pro Company The Iams Company Food Ingredients Technology, L.L.C. The Procter & Gamble Company Mars, …
Date
Acquiring Party
Mars, Incorporated
Acquired Party
The Procter & Gamble Company
Acquired Entities
Natura Pet Products, Inc.
An-Pro Company
The Iams Company
Food Ingredients Technology, L.L.C.
HSR Informal Interpretations

1406008 Informal Interpretation

… Michael Cc: Walsh, Kathryn E . Subject: HSR Questions Hi, I understand from another law firm that the PNO agree that a … reportable because a foreign government agency acquired the company . The foreign government made the acquisition … the as size of person end size of transaction tests are under the HSR rules. As such, the fact that om p arty files, …
Date
Rule
801.1, 802.2(c)
We think this lost something in translation from the other law firm. Unless the corporation is also a government agency, it would be an entity and its own UPE in a potentially reportable acquisition...
Early Termination Notices

20141034: KKR North America Fund XI, L.P.; Hellman & Friedman Capital Partners VI, L.P.

… 20141034: KKR North America Fund XI, L.P.; Hellman & Friedman Capital Partners VI, L.P. … HSR Early Termination Notice 20141034: KKR North America Fund XI, L.P.; Hellman & Friedman Capital Partners VI, L.P. … & Friedman Capital Partners VI, L.P. KKR North America Fund XI, L.P. … 20141034: KKR North America Fund XI, L.P.; …
Date
Acquiring Party
KKR North America Fund XI, L.P.
Acquired Party
Hellman & Friedman Capital Partners VI, L.P.
Acquired Entities
Micro Holding Corp.
Micro Holding III, L.P.
Early Termination Notices

20141041: The Energy & Minerals Group Fund III, LP; Terrence M. Pegula

… 20141041: The Energy & Minerals Group Fund III, LP; Terrence M. Pegula HSR Early Termination Notice 20141041: The Energy & Minerals Group Fund III, LP; Terrence M. Pegula 20141041 East Resources, … Inc. Terrence M. Pegula The Energy & Minerals Group Fund III, LP … 20141041: The Energy & Minerals Group Fund …
Date
Acquiring Party
The Energy & Minerals Group Fund III, LP
Acquired Party
Terrence M. Pegula
Acquired Entities
East Resources, Inc.
Displaying 3561 - 3580 of 11382
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