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HSR Informal Interpretations

9406007 Informal Interpretation

… Nancy Ovuka Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … (redacted). The Staff observed that even though (redacted) buy and sell (redacted) frequently, they are not in the …
Date
Rule
7A(c)(1)
6/23-The transfer of a used (redacted) as a trade-in on a new (redacted) is exempt in the ordinary course of business. The parties are not competitors. Also, used (redacted) has been used as a...
HSR Informal Interpretations

9406003 Informal Interpretation

… (REDACTED) Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … of the purchase price (plus any liabilities assumed by the buyer)or the fair market value of the property. Rule 801.10. …
Date
Rule
801.15
6/9/94 - Called letter writer and advised that I was in agreement with the analysis and conclusions in this letter. [note 1-site sketch]
HSR Informal Interpretations

9405011 Informal Interpretation

… B. Smith, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission Sixth Street and … transaction is as follows: The acquiring person (the "Buyer") is a publicly traded corporation whose business is … $0.5 million; and approximately $0.2 million of cash. The Buyer has not acquired any assets or voting securities from …
Date
Rule
7A(c)(1); 802.1(b); 801.15
5/26/94 - advised writer that his conclusion was correct. (Redacted) are "realty", and payments for such can be subtracted from acquisition price under 801.15 reference to 7A(c)(1). Remaining assets...
HSR Informal Interpretations

9405008 Informal Interpretation

… Smith, Esquire Premerger Notification Office Federal Trade Commission Washington, DC 20580 Dear Dick: The purpose of … incurred by its former employees. After the closing, the buyer of the assets will reimburse any such former employee … applicable to health care costs. Using such techniques, the buyer has in fact estimated the amount of its future …
Date
Rule
801.10(c)(2)
See below 5/17/94 Advised writer that I disagreed with his conclusion. Estimated future health care cost reimbursement amounts must be included as a liability assumed by the buyer and must, therefore...
HSR Informal Interpretations

9404003 Informal Interpretation

… Senior Attorney Premerger Notification Office Federal Trade Commission 6th and Pennsylvania Avenue, N.W. Washington, … machinery would be dismantled and physically moved to the Buyers premises. Accounts receivable would not be … machinery would be moved from the Sellers premises to the Buyers premises, machines would be shut down sequentially, …
Date
Rule
801.10(b)
See below 4/13/94 Advised writer that PMN Office agreed with his conclusion and that the sales agency agreement need not be considered in determining the acquisition price. R.B. Smith
HSR Informal Interpretations

9403008 Informal Interpretation

… 16, 1994 VIA TELECOPY Hy Rubenstein, Esq. Federal Trade Commission Office of Pre-Merger Notification Washington, … we discussed by telephone earlier today, we represent the buyer in an asset sale transaction in which the seller wants … so long as beneficial ownership does not transfer to the buyer before termination of the applicable waiting period. …
Date
Rule
801.1
See below This escrow arrangement is OK. RS concurs.
HSR Informal Interpretations

9402003 Informal Interpretation

… Staff Attorney Premerger Notification Office Bureau of Competition Federal Trade Commission Room 321 6th Street & Pennsylvania Ave., N.W. … was not uniquely designed for specific equipment, which a buyer would merely need to procure and install. Rather, the …
Date
Rule
7A(c)(1); 802.1(a)
2/18/94 - advised author of letter that, based on the facts presented, no filing need be made for the sale and purchase of the (redacted). RBSmith
HSR Informal Interpretations

9401010 Informal Interpretation

… Attorney, Pre-Merger Notification Section Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. … that (redacted) is valued at less than $100 million. 5. The buyer and the seller corporation are each $10 million … 34428 (July 29, 1983). I understand further that if the buyer is a $100 million person, then we will have to prepare …
Date
Rule
801.1
OK
HSR Informal Interpretations

9401005 Informal Interpretation

… FACSIMILE - (202) 325-2050 TO: Hy Rubinstein Federal Trade Commission Pre-Merger Notification Section FROM: (redacted) … Test to Individuals Holding Real Estate As Tenants-In-Common. We talked earlier today about whether individuals … is valued at less than $100 million. Assuming, that the Buyer and the Corporation are each $10 million dollar …
Date
Rule
801.1
12/24 writer told: Shareholders are a "group" and group is not an entity. See SPB 48 FR 34428 July 83.
HSR Informal Interpretations

9307006 Informal Interpretation

… Jr., Esq. Chief, Premerger Notification Office Bureau of Competition Federal Trade Commission Washington, D.C. 20580 Dear Mr. Sipple, At your … formulation . . . would be to determine how much the buyer would pay at present in cash for the [assets] being …
Date
Rule
801.10(b) and (c)(2) and (3)
7/21/93 - The writer was advised that the PMN Offices response to question (1)is affirmative. In response to question (2), the grant of a non-exclusive trademarklicense need not be included in the...
HSR Informal Interpretations

9307005 Informal Interpretation

… Ovuka, Esq. Premerger Notification Office Federal Trade Commission Room 303 Sixth Street & Pennsylvania Avenue, N.W. … leased by one person to another pursuant to a relatively complex contractual relationship. The lessor of the Assets … Should the Agreement be terminated and the (redacted) not buy the assets of the (redacted), then the (redacted) must …
Date
Rule
801.1(c) 801.2
Despite the fact that the leased assets are carried on the books of the lessee(redacted) (p.21), beneficial owership (sic) of the assets remains with the lessor(redacted). The (redacted) can buy the...
HSR Informal Interpretations

9302008 Informal Interpretation

… 1993 CONFIDENTIAL VIA FAX Premerger Notification Bureau of Competition ATTN: Victor Cohen, Esq. Federal Trade … into an agreement to sell this property to [redacted] (Buyer), a [redacted] corporation for a total consideration … security interest in [redacted] real estate owned by Buyer. [Redacted] is a closely held corporation. …
Date
Rule
7A(c)(1)
Raw timberland is exempt since it has not been harvested in 5 years. Also it is only inventory for buyer who will use it in the ordinary course of his business.
HSR Informal Interpretations

9212005 Informal Interpretation

… Esq. (Note from PS: I am not an attorney; my title is compliance specialist.) Premerger Notification Office Bureau of Competition Room 303 Federal Trade Commission 6th Street and … about the seller continuing in the loan business, not the buyer. Is seller exiting the business?) Thank you for your …
Date
Rule
7A(c)(1); 802.1
See # 23 in Premerger Practice Manual refers to the PMN Office position on loans. Called [redacted] 12-18-92. Noted that the sale of substantially all of a portfolio of loans can be exempt under c-1...
HSR Informal Interpretations

9211009 Informal Interpretation

… Interpretation November 27, 1992 Nancy Ovuka Federal Trade Commission Room 303 Sixth Street and Pennsylvania Avenue, … not lease financing) My client is in the business of buying and selling leases together with the underlying … nor would it purchase any voting securities. Rather, a company engaged in the ordinary course of business in the …
Date
Rule
7A(c)(1); 802.1(b)
11/30/92 Called [redacted]. Transaction is not exempt. This is not a lease financing arrangement under 7A(c)(1) or 802.1(b). PS and RS concur.
HSR Informal Interpretations

9211008 Informal Interpretation

… Smith, Esq. Premerger Notification Office Federal Trade Commission Washington, D.C. 20580 Re: HSR filing … and has done so since the [redacted] were built and commissioned ten years ago. The [redacted] is the trustee of … of the [redacted]. In taking title, [redacted] is merely buying out the intermediary financing entities. 2. There is …
Date
Rule
801.1(c)
11/30/92 - Advised [redacted] that under the particular facts of this situation, there is no need for lessee to file for taking of title to [redacted] from lessor. Under the present lease, we are of...
HSR Informal Interpretations

9211003 Informal Interpretation

… 1992 VIA FAX-202-326-2050 Nancy Ovuka, Esq. Federal Trade Commission Premerger Notification Office Washington, D.C. … consisting of [redacted]. FACTS Our client, a [redacted] company which is a subsidiary of a [redacted] ("Purchaser") … concluded that in acquiring the Secured Loans, Purchaser is buying "obligations" which are exempt from the notification …
Date
Rule
7A(c)(1)
Called [redacted]. Both "secured loans" and "financing leases" are lease financing transactions. In "secured loans", seller does not take "title", but does have a security interest in leased equipment...
HSR Informal Interpretations

9211010 Informal Interpretation

… parties understand that, if one party should subsequently buy out the others partnership interest, or if the … Victor Cohen, Esq. Premerger Notification Office Bureau of Competition - Room 301 Federal Trade Commission Washington, D.C. 20580 … 9211010 Informal …
Date
Rule
801.1
Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...
HSR Informal Interpretations

9209002 Informal Interpretation

… Mr. Patrick Sharpe Premerger Notification Office Bureau of Competition Federal Trade Commission Room 310 6th & Pennsylvania Avenue, N.W. … No. 123 (Commentary) (“Any lump sum paid by the buyer to the seller in connection with the assumption of an …
Date
Rule
7A(c)(1)
This is an acquisition of rights in and to unproductive property and assets incidental to real property for $20 MM – exempt under (c)(1); called (redacted) 9-9-92; Tom Hancock and Richard Smith concur
HSR Informal Interpretations

9208011 Informal Interpretation

… Premerger Notification Office Room 303 Federal Trade Commission Washington, D.C. 20580 Attention: Ms. Nancy Ovuka … Improvements Act of 1976 (the Act). We would also welcome a formal interpretation. FACTS Buyer, A, enters into an agreement to purchase oil and gas …
Date
Rule
801.1(c)(1); 801.2(a); 801.10
Contacted (redacted). Informed him that we (including R Smith) agree with conclusion, specifically 1. actual adjusted price is the consideration 2. A is merely acting as an “agent” for C & D.
HSR Informal Interpretations

9208003 Informal Interpretation

… L. Cohen, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission Room 310 6th & … that regularly originate lease financings and regularly buy and sell interests in assets that are subject to … (2) While title to the leased assets will pass to the buyer, control of the assets will remain with the existing …
Date
Rule
7A(c)(1); 802.50
None
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