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HSR Informal Interpretations

9205002 Informal Interpretation

… William Schechter Premerger Notification Office Bureau of Competition Room 303 Federal Trade Commission Sixth Street & Pennsylvania Avenue, N.W. … value of $5.7MM. B does not have any sales. C proposes to buy 1 share of Bs common stock, which represents less than …
Date
Rule
802.20
C is not acquiring 50% of B and B does not meet the size of 802.20.
HSR Informal Interpretations

9205011 Informal Interpretation

… VIA FACSIMILE (202-326-2050) Hy Rubenstein Federal Trade Commission 6th Street and Pennsylvania Ave., N.W. … Act is available under the following facts: 1.The Buyer and Seller each exceed the total asset thresholds … an Assistance Agreement by and between The Resolution Trust Company (RTC), as successor to the Federal Savings and Loan …
Date
Rule
7A(c)(4)
Called and left message: Not (c)(4); the asset has left the RTC and the Bank can sell it without RTC approval if it wants to. Bank must file. RS agrees.
HSR Informal Interpretations

9204003 Informal Interpretation

… TELECOPIER: (202) 326-2050 Ms. Marian Bruno Federal Trade Commission Premerger Notification Office Bureau of … or will be assuming a contractual obligation to sell to Buyer, a (redacted) corporation, approximately 100 apartment … exceeds $10,000,000.00 in size. The (redacted) represents Buyer. Buyer exceeds $100,000,000.00 in size. Buyer has made …
Date
Rule
802.1; 802.63
None
HSR Informal Interpretations

9204005 Informal Interpretation

… Staff Attorney Premerger Notification Office Bureau of Competition Federal Trade Commission, Room 303 Washington, … of whether the below described transaction between Buyer, a cooperative corporation primarily engaged in the … is structured as follows: I. Asset Disposition. A. Buyer will purchase for approximately Nine Million Dollars …
Date
Rule
801.10
I do not consider [the advance described in II.A.] to be part of the purchase price.
HSR Informal Interpretations

9204007 Informal Interpretation

… J. Schechter Premerger Notification Office Bureau of Competition Room 303 Federal Trade Commission Washington, D.C. 20580 Dear Mr. Schechter: Our … Description of Transaction A.The Parties Involved The buyer (A) is a newly formed United States subsidiary of a …
Date
Rule
801.90
This is a reportable transaction. A should file to acquire C and D.
HSR Informal Interpretations

9204012 Informal Interpretation

… Staff Attorney Premerger Notification Office Bureau of Competition Federal Trade Commission, Room 303 Washington, … asked us to represent that the advance to be paid by the Buyer in connection with the proposed Supply Agreement is a … we represent as follows: 1.The consideration to be paid by Buyer for the (redacted) inventory in Sellers present …
Date
Rule
801.10
A payment by a supplier to a [retailer](redacted) to maintain a supply agreement is not an asset.
HSR Informal Interpretations

9203007 Informal Interpretation

… Cohen, Esq. Pre-Merger Notification Office Federal Trade Commission Sixth and Pennsylvania Avenue, N.W. Washington, … will sell a number of parcels to a (redacted) corporation (Buyer). The Buyer also owns, develops and manages real property …
Date
Rule
802.1
Industrial land such as an income producing warehouse will not be exempt even ifit is being sold to a developer of realty. The raw land is exempt and could bedeleted from the overall transaction to...
HSR Informal Interpretations

9202005 Informal Interpretation

… Premerger Notification OfficeVIA TELECOPIER Federal Trade Commission, Room 303 Sixth Street and Pennsylvania Ave., … and me. As you know, (redacted) is counsel to the buyer, and I am counsel to the seller, in the following … certain other shareholders of S, Inc. will enter into non-competition covenants in return for $(redacted) million. S, …
Date
Rule
802.1(b); 801.15; 7A(c)(1)
2/21/92 - Advised (redacted) that the PMN Office was the view that the consideration paid for the six parcels of undeveloped land, i.e., $9.4 MM, could be excluded from the acquisition price under 801...
HSR Informal Interpretations

9202006 Informal Interpretation

… Smith, Esq. Premerger Notification Office Federal Trade Commission, Room 303 sixth Street and Pennsylvania Ave., … to the seller, and (redacted) and I are counsel to the buyer. The facts we discussed are as follows: B (a person … to B by way of lease assignments that will typically encompass both producing and non-producing interests in a …
Date
Rule
7A(c)(1); 801.15; 801.10
2/21/92 Advised (redacted) that the PMN office was of the view that the $1MM paid for non-producing properties could, under § 801.15, be excluded from the acquisition price since, in our view, such...
HSR Informal Interpretations

9201005 Informal Interpretation

… 17, 1992 BY FAX Premerger Notification Office Bureau of Competition, Room 303 Federal Trade Commission Washington, … selling a minority interest because the number of potential buyers of a minority interest is less than the number of potential buyers for the whole project; and, second, the owner of a …
Date
Rule
801.10(c)(3)
If partnership has made a good faith determination under 801.10(c)(3) that the fair market value of the interest it will acquire in the real property is less than$15MM, then no filing is required...
HSR Informal Interpretations

9111010 Informal Interpretation

… B. Smith, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission Room 312 6th and … the seller in the proposed transaction and I represent the buyer. The transaction satisfies the size-of-persons and … in control of the asset after the sale is consummated. The buyer is a large financial institution that, among other …
Date
Rule
7A(c)(1); 802.1(b)
11/18/91 - called (redacted). He confirmed that this proposed sale did not involvethe sale of substantially all of the assets of a division of the seller and that the buyers purchase of these lease...
HSR Informal Interpretations

9111004 Informal Interpretation

… November 4, 1991   Mr. Thomas Hancock Federal Trade Commission Premerger Notification Office Bureau of … business with its substantial remaining land. The Buyer is in the business of buying and selling real estate and in fact in this instance …
Date
Rule
7A(c)(1); 802.1
11/8/91 - Writer misunderstood what I said. Applicability of exemption depends exclusively on the fact that raw land is being transferred. TFH
HSR Informal Interpretations

9111001 Informal Interpretation

… Schechter, Esq. Premerger Notification Office Bureau of Competition, Room 303 Federal Trade Commission 6th Street and Pennsylvania Avenue, NW … of the portfolio. Company A and these three assignee/buyer finance companies regularly enter into such …
Date
Rule
7A(c)(1)
None, but see #9111003
HSR Informal Interpretations

9111013 Informal Interpretation

… 19, 1991   VIA FACSIMILE William J. Schechter Federal Trade Commission Room 311 Sixth and Pennsylvania Avenue, NW … an acquisition of unimproved realty. Company A (the Buyer) is a $100 million person. Company B (the Seller) is a $10 million person. Buyer plans to acquire from Seller an option to purchase …
Date
Rule
802.1
Writer told that this was NOT an exempt transaction. WS called (redacted) andtold that this transaction was not exempt. WS discussed this letter with R Smithand N. Ovuka, and they concurred.
HSR Informal Interpretations

9110008 Informal Interpretation

…   Patrick Sharpe Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … securities from Corporation B from Corporation A. The buyer will also acquire the non-voting securities of …
Date
Rule
802.30; 802.52
Called (redacted) 10-9-91 Basically concur with letter and noted comments. [note 1-graph regarding corporations]-[note 2-Does anyone else control A? -No confirmed from(redacted)]-[note 3-U.S. subs...
HSR Informal Interpretations

9110005 Informal Interpretation

…   John Stipple, jr. Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … each of the aircraft exceeds$15, 000,000, the prospective buyers of (redacted) interests in the transactions have … receivership. To allay concerns by (redacted) prospective buyers that the dispositions require the parties to file …
Date
Rule
7A(c)(4)
Called on 10/8/91 - Based on facts presented, the acquisition is exempt under c(4) as an acquisition from a federal agency. Here, the RTC controls the financial institution through receivership; the...
HSR Informal Interpretations

9109009 Informal Interpretation

… Rubenstein Premerger Notification Office Federal Trade Commission 6th and Pennsylvania Avenue, NW Room 303 … Number (redacted) by (redacted) Seller) of (redacted)  Buyer)   Dear Mr. Rubenstein: Reference is hereby made to my … by your office that the acquisition of capital stock of the Buyer by the Seller (the Acquisition) as part of the …
Date
Rule
802.9; 7A(c)(9)
10/2/91 Called (redacted) points support the acquiring persons intent. FTC or DOJ may still investigate to determine actual intent [note 1-the conclusion the acquiring person not the staffs conclusion...
HSR Informal Interpretations

9110003 Informal Interpretation

… Interpretation Premerger Notification Office Federal Trade Commission 6th and Pennsylvania Avenue, NW Room 303 … letter shall serve as a formal request of the Federal Trade Commission and Department of Justice to confirm the method … stock of (redacted) would be acquired by the Lawrence Buyer upon consummation of the transaction, the (redacted) …
Date
Rule
§ 801.11
If two regulatory prepared balance sheets or financial statements exist covering the same period, both must be used to determine size. In this case, the GAAP balance sheet (“total assets”) would meet...
HSR Informal Interpretations

9110011 Informal Interpretation

…   Patrick Sharp Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … C.F.R. 802.20). Our client, an insurance holding company (Buyer), is considering acquiring certain assets of a failing insurance company (Seller)/ Buyer has total assets in excess of $100 million, and Seller …
Date
Rule
801.21 - 802.20 - 801.10(c) - 7A(a)(3)
See #139 new PM Practice Manual Agree that you can off set cash equivalent securities -called (redacted) [note 1-cash equivalent]-note 1-Municipal Bonds and other marketable securities]-[note 3-agreed...
HSR Informal Interpretations

9109006 Informal Interpretation

… Patrick Sharpe Premerger Notification Office Federal Trade Commission 6th and Pennsylvania Avenue, N.W. Room 303 … or other financial instruments, held and collected by the buyer. Following is a more detailed summary of how these … generating utility which is the seller/lessee would rent or buy from the SPC the energy generated from the nuclear fuel …
Date
Rule
802.63; 7A(c)(1); 7A(c)(12)
Your letter is too vague. It should be fact specific. I need more details in order to give a definitive answer. Discussed comments about this letter with (redacted) on 9/26/91 [note 1- Premerger...
Displaying 921 - 940 of 1063
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