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HSR Informal Interpretations

8504013 Informal Interpretation

… 8504013 Informal Interpretation 8504013 Informal Interpretation … Our clients propose to enter into the following transactions with (redacted) a publicly held company. (redacted) … the asset is in excess of $15,000,000, then (redacted) will file the appropriate notification pursuant to the Act prior …
Date
Rule
802.20; 801.10
No written comments
HSR Informal Interpretations

8504015 Informal Interpretation

… 8504015 Informal Interpretation 8504015 Informal Interpretation (redacted) April 25, 1985 Mr. … yours, (redacted) (redacted) Enclosure (redacted) … 8504015 Informal Interpretation …
Date
Rule
801.11(e)
called 5-2-85. I concur with letter of April 3, 1985. Patrick
HSR Informal Interpretations

8504019 Informal Interpretation

… 8504019 Informal Interpretation 8504019 Informal Interpretation … that (redacted) was insolvent, and that further transaction of its business would be hazardous to its … the notification and report form would be required to be filed in order to consummate the transaction. Section …
Date
Rule
7A(c)(4)
No written comments
HSR Informal Interpretations

8503002 Informal Interpretation

… 8503002 Informal Interpretation 8503002 Informal Interpretation … million today to $15 million. Following this proposed transaction, (redacted) would have $3 million in paid-in capital, … 44, No.226/Wednesday, November 2[?], 1979/p.66782]. [missing text]utions will represent the sole assets of …
Date
Rule
802.20
I informed (redacted) that I agree on basis of either joint venture analysis or voting securities of issuer within a person analysis. Either results in § 802.20 exemption. 3/20/85 Wayne Kaplan
HSR Informal Interpretations

8503003 Informal Interpretation

… 8503003 Informal Interpretation 8503003 Informal Interpretation … leveraged buy-outs. As I explained to you, the subject transaction involves the acquisition of all of the stock of a … conglomerate, the acquired person in the subject transaction will have assets and sales in excess $100,000,000. …
Date
Rule
801.1 (b); 801.11
I notified (redacted) on 3/18/85 that the letter is accurate as far as it goes. Inaddition, there must not be any intent to structure the transaction to avoid a filing(i.e. 801.90 avoidance).
HSR Informal Interpretations

8502011 Informal Interpretation

… 8502011 Informal Interpretation 8502011 Informal Interpretation (redacted) February 21, 1985 Ms. … that for purposes of completing Item 7(c)(iv), certain information for certain industrial classifications must be …
Date
Rule
Item 7
3/4/85 Acknowledged receipt of letter and indicated agreement that Items 5-9should reflect data relevant [indecipherable]. Upon later review it is clear that this letter is incomplete and no general...
HSR Informal Interpretations

8503001 Informal Interpretation

… 8503001 Informal Interpretation 8503001 Informal Interpretation … or other corporation itself may, in the formation transaction, be both acquiring and acquired persons within the … (redacted) (the joint venture vehicle) are not required to file premerger notification. Your early confirmation would …
Date
Rule
801.40; 802.50; 802.51
No written comments
HSR Informal Interpretations

8502010 Informal Interpretation

… 8502010 Informal Interpretation 8502010 Informal Interpretation … Notification rules with respect to a specific transaction. That attorney was unable to provide full details and … documentary material and information are contemporaneously filed with the Federal Trade Commission and the Assistance …
Date
Rule
7A(c)(8)
2/27/85 T/C Scanlon/(redacted). I explained that HSR did not recognize thegroup concept of SEC and that the individuals should be considered separately(aggregating spouse and minor children) and...
HSR Informal Interpretations

8502007 Informal Interpretation

… 8502007 Informal Interpretation 8502007 Informal Interpretation … and the acquired person in a merger of acquisition transaction, both the FTC and the Department of Justice interpret … of the Regulations) in a merger or acquisition transaction in which the limited partnership, or an entity it …
Date
Rule
801.1(b)
2/19/85 called (redacted) and he described partners. No overlap w/ acquiredperson in Addies transaction and 1st transaction is'nt ready. (redacted) will call if that one proceeds. Wayne Kaplan
HSR Informal Interpretations

8502002 Informal Interpretation

… 8502002 Informal Interpretation 8502002 Informal Interpretation (redacted) February 5, 1985 Ms. … your assistance. Sincerely, (redacted) (redacted) … 8502002 Informal Interpretation …
Date
Rule
802.40
2/11/85 Acknowledged receipt of letter and indicated to (redacted) that as long asno transfer of assets takes place [indecipherable].
HSR Informal Interpretations

8502004 Informal Interpretation

… 8502004 Informal Interpretation 8502004 Informal Interpretation (redacted) February 6, 1985 Andrew … net sales or total assets of $25,000,000 or more. You have informed me that the concurrent acquisitions of B and C by A …
Date
Rule
802.50; 802.20
2/11/85 T/C Scanlon (redacted). Told (redacted) my advice to him as described inthis letter was inaccurate and that the facts described in this letter constitute areportable transaction since the...
HSR Informal Interpretations

8502003 Informal Interpretation

… 8502003 Informal Interpretation 8502003 Informal Interpretation … under the facts as set forth below. Assume that the transaction to acquire (redacted) will be accomplished in a … portion of the transaction, there is no obligation to file under the Act. Based on the analysis outlined above, it …
Date
Rule
802.50; 801.15
Dana objects on basis 802.20 not w/in 801.15 & suggests parties file. I notified(redacted) secretary on 2/8/85 that the letter is inaccurate and that a filing is required by both parties. See attached...
HSR Informal Interpretations

8502001 Informal Interpretation

… 8502001 Informal Interpretation 8502001 Informal Interpretation … is required for a contemplated leveraged buyout transaction. In the hypothetical situation we discussed, you … amount excludes the assets of x acquired in the transaction. If this letter accurately reflects our conversation …
Date
Rule
801.11
No written comments
HSR Informal Interpretations

8502006 Informal Interpretation

… 8502006 Informal Interpretation 8502006 Informal Interpretation … (redacted) shall be the surviving corporation. this transaction is identical in all material respects to a similar transaction reviewed by you one year ago involving the merger of …
Date
Rule
801.10; 802.20
Note: It has not been determined that the cooperative share is a voting security. amerger normally means an acquisition of all of the v/s. However, this may or may not be one of the exceptions. It is...
HSR Informal Interpretations

8502012 Informal Interpretation

… 8502012 Informal Interpretation 8502012 Informal Interpretation … that your initial conclusion was that, while such transactions present no issues of antitrust significance, under a … to write to you concerning the facts of our specific transaction, because we believe it falls within Rule 802.30, 16 …
Date
Rule
802.30
Not exempt under 802.30 must file. Wayne, Kaplan, Andy, Suzzanne & Danaconcur. called (redacted) 2-26-85. This transaction is not exempt under 802.30and you must file if it meets the size requirements...
HSR Informal Interpretations

8501003 Informal Interpretation

… 8501003 Informal Interpretation 8501003 Informal Interpretation … of the premerger notification requirements to the transaction set forth below. Our client is a United States … test, the size of persons test and the size of transaction test set forth in 7A(a) of the Clayton Act would be …
Date
Rule
802.50
OK AMScanlon 1/28/85
HSR Informal Interpretations

8501001 Informal Interpretation

… 8501001 Informal Interpretation 8501001 Informal Interpretation … hereby requested as to whether the following described transaction(s), if effected, would be exempt from the filing … us know. On behalf of the parties to the contemplated transactions(s), we wish to thank you, in advance, for your kind …
Date
Rule
802.1; 802.2
Are they buying this retail space to operate or as an investment? They are buyingthese rental building in order to resell as condominiums. Who is making theacquisition? We are not sure yet. Perhaps a...
HSR Informal Interpretations

8501002 Informal Interpretation

… 8501002 Informal Interpretation 8501002 Informal Interpretation … under that act, 16 C.F.R [sic] 800 et seq., to the transaction captioned above. As you had previously spoken with an … counsel for the purchaser, you were familiar with the transaction and I did not recount its details. Rather, we agreed …
Date
Rule
801.10; 802.20
comments: Wayne Kaplan said contingent payments should be estimated according to 801.10 of the rules and included in transaction price. Andy Scanlon agrees and added that they indicate a face value...
HSR Informal Interpretations

8501004 Informal Interpretation

… 8501004 Informal Interpretation 8501004 Informal Interpretation … to provides you with additional information about this transaction. Staff Comment : * 802.1 This firm represents … appears to be consistent with our view, we do not plan to file a pre-merger notification and report form relating to …
Date
Rule
7A(c)(1); 802.1; now See 802.2
The FTC staff has historically said that the acquisition of office buildings is generally exempt (no retail space or other income producing properties included) under § 802.1 of the rules. Is this...
Displaying 6421 - 6440 of 6914
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