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HSR Informal Interpretations

9109003 Informal Interpretation

… Rubenstein Premerger Notification Office Federal Trade Commission 6th Street and Pennsylvania Avenue, N.W. … Merger dated (redacted) (the “Merger Agreement”) with the Buyer, whose ultimate parent is (redacted) pursuant to which … will merge with (redacted) a wholly-owned subsidiary of the Buyer, becoming a wholly owned subsidiary of the Buyer and …
Date
Rule
802.9
None noted
HSR Informal Interpretations

9109011 Informal Interpretation

… I. Schechter Premerger Notification Office Federal Trade Commission 6th and Pennsylvania Avenue, NW Room 303 … chartered by a state of the United States, a bank holding company, or a national bank or other federally chartered … approximately (redacted) billion. Each of the prospective buyers of the assets who might become the Purchases has …
Date
Rule
802.1; 7A(c)(1); 7A(c)(12)
None noted
HSR Informal Interpretations

9108004 Informal Interpretation

… DELIVERED BY HAND   Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washington, … 1990 transaction involved the sale by Bank A to a different buyer of accounts with total receivables of approximately …
Date
8/13/91-John Sipple says no filing required but questions raised are somewhatdifficult. However, since Bank A is not selling all, or substantially all, of its creditcard accounts in a given geographic...
HSR Informal Interpretations

9108012 Informal Interpretation

… 14, 1991 BY HAND   Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washington, … gas reserves. As part of its business, from time to time it buys and sells rights to natural gas reserves. As I outlined …
Date
Rule
802.1
Pursuant to the 802.1 ordinary course of business exemption for realty the acquisition of proven gas reserves that hasn't begun to produce revenue is exempt.
HSR Informal Interpretations

9107008 Informal Interpretation

… July 19, 1991 Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … Re: Dear Mr. Sipple: (Redacted) and I, representing the buyer and seller, respectively, in a pending transaction, … to advise us of the position of the Premerger Office. The buyer, a foreign person for purposes of the HSR regulations, …
Date
Rule
801.10; 802.51(c)
Called on 7/22 Advised that under §802.51(c) it is the transaction size or in this case, the consideration or fair market value, the governs the applicability of this exemption.
HSR Informal Interpretations

9106002 Informal Interpretation

… Richard B. Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … commercial and industrial equipment. Typically, the Sellers buy equipment selected by a customer, then lease that …
Date
Rule
7A(c)(1); 802.1(b)
Talked to (redacted) Advised that I discussed with JS who stated that if acquired person still in lease financing business and no entity or substantially all of the assets of a division or entity...
HSR Informal Interpretations

9104017 Informal Interpretation

… April 26, 1991 Preserver Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … estate developer. (Redacted) is a timber land dealer. It buys and sells real property. Its primary purpose is to …
Date
Rule
7A(c)(1)
None noted
HSR Informal Interpretations

9101008 Informal Interpretation

… Mr. Patrick Sharpe Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washing … as defined, the lease is not being transferred. They are buying a stream of income under the lease. All proceeds, …
Date
Rule
802.1
I concur (RS) agrees, as long as lease is not transferred, called 1/31/91.
HSR Informal Interpretations

9101002 Informal Interpretation

… (redacted) Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … for a prospective seller and I as counsel for a prospective buyer have discussed with you our question concerning the … for cash of approximately $11.5 million. In addition, the buyer will assume existing contracts to purchase certain raw …
Date
Rule
801.10; 802.20
7A(c) - 801.10 - Purchase price does not indicate a assumption of ordinary course of business contracts to purchase raw materials; it would include any premium paid to obtain the raw material...
HSR Informal Interpretations

9101003 Informal Interpretation

… 1991 Mr. Dick Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washington, … Act. Subsequent to that letter, I advised you that the buyer will acquire (redacted) through purchase of the …
Date
Rule
7A(c)(4)
None noted
HSR Informal Interpretations

9101005 Informal Interpretation

… entered into an agreement several months ago to buy out two subsidiaries from a company owned by him and a single foreign investor. Mr. … Co. Y, but had to seek funds from other sources for Company X (CX)> CXs fixed assets were appraised at that time …
Date
Rule
801.10(c)
1. Yes, if the figures ($14.5MM) represents the Board of Directors of the acquiringpersons good faith determination then it is the fair market value for those assets. Note: Value of these assets is...
HSR Informal Interpretations

9012011 Informal Interpretation

… (redacted) Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … course. The rationale for this position is that because the buyer will be acquiring title to the property, the buyer will be deemed to have cancelled the lease and …
Date
Rule
801.1(c)
When a person acquires an income producing property from another person, it is reportable (given thresholds are met).Simultaneously acquiring a lease on the property is merely canceling the lease- not...
HSR Informal Interpretations

9011007 Informal Interpretation

… Marion Bruno Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … by December 31, 1990. 3. Companies D and E each agree to buy the balance of the stock in Companies B and C, i.e., …
Date
Rule
802.20; 801.1(b)
11/14/90 - Discussed with (redacted) made the clarification set out above.[note 1-D & Ewill have control, as defined by 801.1(b)]
HSR Informal Interpretations

9011001 Informal Interpretation

… November 5, 1990 Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … context of 4 3.The amount of all assets purchased by the buyer from the Selling Division (other than inventories in … portion of the amount of inventories purchased by the buyer from the Selling Division during the 180-day period …
Date
Rule
801.10
See below
HSR Informal Interpretations

9011009 Informal Interpretation

… The relevant facts are as follows: Earlier this year Company A, a $100 million person, and Company B, a $10 million person, entered into a definitive … a grant of early termination that would have permitted the buyer to acquire control over 100% of the sellers assets. We …
Date
Rule
803.7; Premerger Notification Practice Manual Int. #296
Called on 11-26-90. Agreed that a new filing is not required. PNO has taken the positionover the last year or so that a new filing is not required if a person files to acquire all of acompanys assets...
HSR Informal Interpretations

9010006 Informal Interpretation

… Mr. Dick B. Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washing … transaction involves the following facts: Company A (Buyer) and Company B (Seller) each have assets in excess of …
Date
Rule
802.63
10/30/90 Advised that this transaction is exempt from reporting requirements under our interpretation of 802.63 in that it is a bona fide sale/leaseback in the ordinary course ofbusiness of Company A...
Displaying 941 - 960 of 1063
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