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HSR Informal Interpretations

8511011 Informal Interpretation

… Dear Mr. Abrahamsen: On January 2, 1986, (redacted) plans to transfer all of the outstanding shares of (redacted) … of the application of Section 7A(c)(3) of the Clayton Act to these transactions. 1.The Parties and the … a major international constructions organization engaged in land development and home building in the (redacted) the …
Date
Rule
7A(c)(3)
See below
HSR Informal Interpretations

8504004 Informal Interpretation

… Xs exercise of such option, irrevocable proxies or similar rights to vote the shares which are the subject of the … securities of Company Y upon company X. We are particularly interested in the Premerger Office staffs views …
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

8509004 Informal Interpretation

… info in 5(b)(ii) 3.Item 7 seeks information concerning overlapping revenue receipts only during the most recent year. … Yours truly, (redacted) (redacted) STAFF NOTES: Upon later review, an acquisition of substantially all of the … within the person so that the base year data for that later acquired entity should be provided for that person. …
Date
Rule
Items 5 and 7
See below
HSR Informal Interpretations

8504014 Informal Interpretation

… Hart-Scott-Rodino Act would be required for our clients planned purchase of the (redacted), which will be structured … (redacted) and may obtain leases from the State on certain lands to be used as (redacted) facilities for (redacted). … business interests other than the (redacted) and related activities, such as the (redacted). The fules of the …
Date
Rule
801.11(e)
Reviewed 3/10/87 LAH Incorrect that Ptp has no assets until makes acquisition. total assets (assuming no bal. sheet) include all assets held at acq’n, less cash used as consideration & v/s of target.
HSR Informal Interpretations

8507005 Informal Interpretation

… We represent the (redacted) in connection with its contemplated acquisition of all the outstanding shares of the … acquisition was authorized by the New Jersey legislature. We understand that the acquisition is exempt from … which will be merged with and into (redacted) with the latter being the surviving corporation and becoming a …
Date
Rule
7A(c)(4); 7A(c)(5)
See below
HSR Informal Interpretations

8609011 Informal Interpretation

… rental payments that the seller is obligated to make to the landlord under the original lease. In our first … in nature and was not tied to a description of any particular transaction. If the contents of this letter are not in …
Date
Rule
801.10
Upon later review it appears that the facts are incomplete. Although subleases may not involve acquisitions of assets, a lease acquisition may be an asset acquisition where the landlord releases the...
HSR Informal Interpretations

8611013 Informal Interpretation

… has assets consisting solely of cash, underdeveloped land, construction in progress of residential real estate, … constructed but not yet sold and mortgage obligations relating to those developed residential properties, which mortgages are ultimately sold to unrelated financial institutions. None of the real estate owned …
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

8411010 Informal Interpretation

… of voting stock and assets constituting a division of a large manufacturing concern. The purchase price for the … is approximately $110 million, which will be financed largely through bank loans to be secured by the assets of …
Date
Rule
7A(a)(2); 801.11(e)
OK upon later review by WEK 3/9/87
HSR Informal Interpretations

8504003 Informal Interpretation

… Informal Interpretation (redacted) April 5, 1985 Wayne Kaplan                                                         … Washington, D.C. 20580 Re:Hart-Scott-Rodino Act Dear Mr. Kaplan: This is to reiterate our conversation of April 2, 1985, … of X for $4 million, payable to B. X has only one class of stock, all voting common. A will acquire no shares …
Date
Rule
802.20
OK upon later review. 3/9/87. W.E.K.
HSR Informal Interpretations

8505007 Informal Interpretation

… Test set forth in the Act and the accompanying regulations. (redacted) (buyer), proposes to purchase … persons.* Staff Comment: * line through persons; replaced with entities by reviewer Contemporaneous or nearly … and partnership interests of partnership Sellers will take place. The share transactions will be initiated by …
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

8506002 Informal Interpretation

… Interpretation (redacted) June 18, 1985 Mr. Wayne Kaplan Premerger Notification Office Room 301 Federal Trade Commission Washington, D.C. 20580 Dear Mr. Kaplan: This letter is in confirmation of the advice I received …
Date
Rule
801.1(a)(2)
The issue of which entities within a religious organization engaged in businessactivities must file is still being considered. Advice is given in each situation basedupon the individual facts of that...
HSR Informal Interpretations

8509001 Informal Interpretation

… (redacted) September 3, 1985 FEDERAL EXPRESS Wayne E. Kaplan, Esq. Senior Attorney Premerger Notification Office … Federal Trade Commission Washington, D.C. 20580 Dear Mr. Kaplan: This letter will serve to confirm our August 30, 1985 … MAIL Return Receipt Requested STAFF COMMENTS: OK upon later review - WEK 3/9/87 … 8509001 Informal Interpretation …
Date
Rule
801.11
See below
HSR Informal Interpretations

8510010 Informal Interpretation

… Interpretation (redacted) October 23, 1985 Wayne Kaplan, Esq. Premerger Notification Office Federal Trade … yesterday. I advised you that a major petroleum company plans to purchase a number of separate, preexisting oil or … at the above number if my understanding is incorrect. For planning purposes, I will assume that you have no objection …
Date
Rule
801.13; 802.1
See below
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