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HSR Informal Interpretations

8603005 Informal Interpretation

… bank purchased from other financial institutions. The bank plans to periodically sell parts of its loan portfolio to … will involve the sale of all or most of a particular type of debt instrument in the bank's portfolio - e.g., … Other transactions will involve only a portion of a particular type of instrument or a mix of debt instruments. In …
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

8603008 Informal Interpretation

… Informal Interpretation (redacted) March 19, 1986 Wayne Kaplan, Esq. Room 301 Federal Trade Commission Washington, DC … does not constitute the acquisition of an asset or voting security within the meaning of the Act or the rules … venture, is somewhat more complicated, but essentially similar to the (redacted) transaction. (redacted)owned as …
Date
Rule
801.1(b), 801.40
On 3/21/86 I called the author of this letter and spoke with his associate and informed him that the letter was incorrect regarding the transaction referred in the 2d last paragraph on pg 2. That...
HSR Informal Interpretations

8603006 Informal Interpretation

… (redacted) March 18, 1986 VIA FEDERAL EXPRESS Mr. Wayne Kaplan Premerger Notification Office Bureau of Competition, … the transfer of Limited Partnership Interests Dear Mr. Kaplan: This letter is to confirm the advice you gave the … Antitrust Improvements Act of 1976 (the Act) and the regulations promulgated by the FTC thereunder (the Regulations) …
Date
Rule
801.1(b), 801.1(f)(1); 801.40
OK. WEK 3/19/86
HSR Informal Interpretations

8603002 Informal Interpretation

… The structure of such transaction as presently contemplated would involve the formation of a holding company (the … size of a newly formed acquisition vehicle which has no regularly prepared financial statements, it will look to the …
Date
Rule
7A(a)(2); 801.11
OK.
HSR Informal Interpretations

8603001 Informal Interpretation

… you the notification requirements of Section 7A of the Clayton Act (Hart-Scott-Rodino), and its applicability to a … or annual net sales of at least $10 million. In the contemplated transaction, a newly formed limited partnership will … 90 percent of the cable company is currently owned by a large number of separate irrevocable trusts, none of which …
Date
Rule
7A(a)(2); 801.11
OK. 3-5-86
HSR Informal Interpretations

8602008 Informal Interpretation

… of B’s interest in D (pursuant to 16 C.F.R. §801.10) similarly exceeds $15 million Footnote.               A is the … §801.10) exceeds $15 million Footnote .             The relationship among these above-mentioned entities, in a … in C to raise E’s holdings in C to 39.5%. The post-merger relationship among these above-mentioned entities, in a …
Date
Rule
801.10
See below
HSR Informal Interpretations

8603003 Informal Interpretation

… Rules (Rules) to a series of transactions contemplated by our client. I discussed these proposed transactions … with total assets exceeding $100 million (XYZ), plans to effect a series of transactions collectively … (1) the adoption by XYZ of a new employee stock ownership plan (the ESOP) that is designed to invest primarily in the …
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

8603004 Informal Interpretation

… (Sub). The company and Sub as whole, according to their latest financials, may have net sales above $25 million but … has modified that requirement with the following regulation: An acquisition which would be subject to the … (emphasis added). Unlike most of the Hart-Scott-Rodino regulations, section 802.20 speaks in terms of the issuer rather …
Date
Rule
801.1(a)(1); 802.20; 801.90
OK.
HSR Informal Interpretations

8603007 Informal Interpretation

… 18a(c)(1) and 16 CFR 802.1. The acquiring company is a large multinational corporation whose operations in the … commercial property. Its total assets exceed 100 million dollars. It is negotiating to acquire 100% of the voting … as the acquired company). Its assets exceed 10 million dollars. The acquired company and its subsidiaries design, …
Date
Rule
802.1
Per staff meeting 3-20-86, the staff has concluded that the above transaction is not exempt under 802.1. This is a reportable transaction. Patrick Sharpe 3-20-86 called (redacted) and conveyed our...
HSR Informal Interpretations

8603009 Informal Interpretation

… a majority of the persons exercising functions similar to those of corporate directors in the management of the …
Date
Rule
7A(a)(2); 801.11(b)
I concur. However, I reminded (redacted) about our proposed acquisition vehicle rule that my change this position in the future. Called (redacted) 3-25-86 4:21 P.M.
HSR Informal Interpretations

8603010 Informal Interpretation

… supplies. Purchaser proposes to acquire from the Seller raw land with proven coal reserves. The extent of the coal … are not being mined currently. Simultaneously with the land acquisition, Purchaser and Seller will amend the coal … total purchase price under the purchase agreement for the land is $28 million. Of that amount, based on independent …
Date
Rule
7A(c)(1); 801.11(e)
According to our conversations the purchase made pursuant to the K would qualify for (c)(1) because they are used as supplies and do not constitute they actual size of the acquisition. O.K. as amended
HSR Informal Interpretations

8602012 Informal Interpretation

… newly-formed persons of their obligation to prepare balance sheets, the Commission staff has advised that … in a new 801.11(e) which establishes the procedure for calculating the total assets of newly-formed persons.   I very … STAFF COMMENTS: 2/25/86 Follow-up letter to one of 2/6/86 clarifying facts of non-reportability. Facts confirmed. A.W. …
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

8602002 Informal Interpretation

… transaction. ABC Corporation and DEF Corporation are unrelated entities, both of which have over $100-million in net sales or total assets under the Rules and Regulations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (hereinafter the Rules and Regulations). Each corporation will form a wholly owned …
Date
Rule
801.10
See below
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