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HSR Informal Interpretations

9903002 Informal Interpretation

… Esq. [note 1] Premerger Notification Office Bureau of Competition Federal Trade Commission Washington, D.C. 20580 … the possible exemption of a transaction involving the buyout of a 50% [note 2] interest in a joint venture … You advised me that you concurred in the view that such a buyout was exempt under Section 7A(c)(3), as an acquisition …
Date
Rule
7A(c)(3)
Called (redacted) 3/5/99. I concur with your conclusion.[note 1-I am not an attorney]-[note 2- vs?]-[note 3-which ABB?]-[note 4-agreed]-[note 5-agreement attached]
Cases and Proceedings

Lafarge, S.A., and Lafarge Corporation, In the Matter of

… assets of Holnam, Inc.  LaFarge and Holnam are two of five competitors in the portland cement market in the Puget Sound … of intent detailing an agreement under which LaFarge would buy Holnam's Seattle cement plant, cement distribution …

To settle FTC charges, LaFarge, Corp. agreed to restructure its agreement to purchase certain assets of Holnam, Inc.  LaFarge and Holnam are two of five competitors in the portland cement market in the Puget Sound area. In February 1998, LaFarge and Holnam signed a letter of intent detailing an agreement under which LaFarge would buy Holnam's Seattle cement plant, cement distribution terminal in Vancouver, Washington, a rock quarry in Twin Rivers, Washington, and related assets. The FTC alleged that a provision of the sales agreement between LaFarge and Holnam would have imposed a penalty on LaFarge if it produced quantities of cement in excess of 85 percent of the Holnam plant's capacity. According to the FTC, this provision would encourage LaFarge to restrict the output of cement at the Seattle plant to avoid the production penalty and would prevent an increase in supply and a reduction in price for cement in the Puget Sound area. To restore competition, LaFarge and Holnam agreed to drop the production penalty clause.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
9810161
Docket Number
C-3852
HSR Informal Interpretations

9809011 Informal Interpretation

… Richard B. Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 6th and Pennsylvania Avenue, NW Room 303 … two field service employees are retiring at this time. The buyer's personnel will perform field servicing of the entire …
Date
Rule
8A(c)(2); 7A(c)(1)
9/25/98-"Advised writer that sale appeared to constitute the transfer of a 70% interest in mortgage loans and as such, would be exempt without any "operating unit" and analysis under 7A(c)(2)[see ABA...
HSR Informal Interpretations

9809004 Informal Interpretation

… 1998 Michael Verne Premerger Notification Office Bureau of Competition Federal Trade Commission }6th and Pennsylvania … intends to sell these credit card accounts to a single buyer unrelated to it (Buyer") under a single contract. Before any accounts are …
Date
Rule
802.1
"Agree. As a result of the first sale, the acquisition of substantially all of the assets on an operating unit will not occur. As a result of the second sale. It will a _____ is required.
HSR Informal Interpretations

9808003 Informal Interpretation

… Ms. Nancy Ovuka, Premerger Notification Office Bureau of Competition Federal Trade Commission 6th and Pennsylvania … 3 Pursuant to the Asset Purchase Agreement, (i) LP2 Sub. buys a 62.5% undivided interest in the Assets from Company A … $14.1 million [Note 1] and (ii) LP1 Affiliates buy a 37.5% undivided interest in the Assets from Company A …
Date
Rule
801.90
"Structure chosen to avoid a filing, but substance of transaction would not violate., 801.90." - [Note 1- 62.5% of total purchase price]
HSR Informal Interpretations

9806012 Informal Interpretation

… B. Smith, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … has sold the rights to service residential mortgage loans. Buyer is a mortgage banking subsidiary of a bank and … properties. In this transaction, Seller will transfer to Buyer all residential first mortgage servicing rights that …
Date
Rule
802.1(a)
6/27 Writer confirmed that, in first sentence on top of page 2, Seller still "holds" the first mortgage servicing rights currently being serviced by its "agent" under a contractual arrangement. He...
Cases and Proceedings

Global Industrial Technologies, Inc., In the Matter of

… that the merger would likely substantially reduce competition by combining the two largest domestic producers of … silica refractories business to a Commission-approved buyer. … Global Industrial Technologies, Inc., In the Matter …

Global Industrial Technologies, Inc. agreed to restructure its proposed acquisition of AP Green Industries, Inc. to resolve FTC allegations that the merger would likely substantially reduce competition by combining the two largest domestic producers of glass-furnace silica refractories in the United States. Under the terms of a settlement, Global divested AP Green’s silica refractories business to a Commission-approved buyer.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
9810173
HSR Informal Interpretations

9806007 Informal Interpretation

… Sharpe, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, N.W. Washington, D.C. … engaged in manufacturing - - or at least that we should revisit the issue in greater detail prior to assuming …
Date
Rule
7A(a)(2)(B); 801.1(j); 801.11
Called (redacted) 6/17/98 and informed him of our comments noted on this letter. RS concurs. PS
HSR Informal Interpretations

9806005 Informal Interpretation

… B. Smith, Esq. Premerger Notification Office Federal Trade Commission Sixth & Pennsylvania Avenue, NW Washington, D.C. … if you would confirm that no filing is required. Background Company A, a corporation that is a $100 million person … now wish to dissolve their relationship and have Company A buy out Company B's preferred stock interest in Sub. The …
Date
Rule
7A(c)(3); 7A(c)(10); 802.21
6/12/98 - Writer confirmed that LLC formation referred to at top of pg. 1 was not reportable under present PMN interpretation dealing with LLC formation. Since A controlled LLC, it is deemed to hold...
HSR Informal Interpretations

9806004 Informal Interpretation

… June 11, 1998 Ms. Alice Villavicencio Federal Trade Commission 6th Street & Pennsylvania Avenue, N.W., Room 303 … owns 51% of the outstanding stock of Seller Corporation. Buyer Corporation is considering acquiring all of the … trust, leaving him, individually, owning 49% of the common stock of Seller Corporation. Mr. Smith and his wife …
Date
Rule
801(1)(b)
Called Writer on June 12, 1998.
HSR Informal Interpretations

9806002 Informal Interpretation

… Richard B. Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … Seller also in the regular course of its business, buys and sells the rights to service residential mortgage loans. Buyer is a mortgage banking subsidiary of a bank and …
Date
Rule
802.1; 7A(c)(1)
6/5/98 - Writer explained that junior mortgages are mortgage loans given on equity built up by owner in commercial or residential property. Also agreed that first full sentence on top of page 2 should...
HSR Informal Interpretations

9805010 Informal Interpretation

… Smith, Esquire Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washington, … letter. This transaction is in the nature of a leveraged buy-out in which two venture capital entities will join with …
Date
Rule
801.40: 801.11 (E)
5/20/98 Writer confirmed that Newco will be found just before the acquisition. Since nobody controls Newco and since nobody will take back voting stock of Newco valued in excess of 15mm, (not legible)...
HSR Informal Interpretations

9803016 Informal Interpretation

… (redacted) March 24, 1998 Via Hand Delivery Federal Trade Commission Premerger Notification Office Bureau of Competition (Attn: Richard Smith, Esq.) 7th & Pennsylvania … Airline As exercise of its option to require LeaseCo B to buy such aircraft. The 12 (redacted) aircraft being sold to …
Date
Rule
802.1(c)
3/26/98 Advised writer that Rule 802.1(c) is applicable to the purchase of used airplanes and the transaction is exempt under that rule. However, we do not think that the technical requirements of 802...
HSR Informal Interpretations

9803015 Informal Interpretation

… B. Smith Premerger Notification Office U.S. Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. … Seller retains or separately sells the servicing rights). Buyer is a mortgage banking subsidiary of a bank and … rights. In this transaction Seller will transfer to Buyer most of its remaining third party servicing rights. …
Date
Rule
7A(c)(1); 802.1(a)
3/18/98 Advised writer that sale of subject assets did not appear to constitute the disposition of an “operating unit”. Since seller was remaining in the mortgage servicing business, the transaction...
Amicus Briefs

Nynex Corporation, et al., Petitioners v. Discon, Incorporated

… Amicus brief for the United States and the Federal Trade Commission, urging denial of Supreme Court review in a case … based on a conspiracy between a rival seller and a single buyer, a regulated monopolist, to raise prices to the …
Date
Citation Number
96-1570
Amicus brief for the United States and the Federal Trade Commission, urging denial of Supreme Court review in a case raising issue whether seller can maintain antitrust action based on a conspiracy...
Cases and Proceedings

Cooperative Computing, Inc.

Consent order will preserve competition in electronic parts catalogs for the auto parts aftermarket. The final order permits the acquisition of Triad Systems Corporation but requires the divestiture within 60 days of the PartFinderB electronic catalog database, and the J-CON application program interface, and support software and documentation, through an exclusive, royalty-free and perpetual license with the right to sublicense, to MacDonald Computer Systems or another Commission- approved buyer.
Type of Action
Administrative
Last Updated
FTC Matter/File Number
9710013
Docket Number
C-3757
Displaying 841 - 860 of 1063
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