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HSR Informal Interpretations

8808009 Informal Interpretation

… 1988 Victor Cohen Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … used to manufacture X, for $13 million, and an option to buy for $1.00 certain equipment at the end of the supply … sign a covenant not to compete. Since Company B is not buying the plant and equipment used to manufacture product …
Date
Rule
801.10
Acquiring side board directors should determine fair market value to make sure price is below $15mm [note -same letter as 8808008]
HSR Informal Interpretations

8807009 Informal Interpretation

… the purpose of acquiring 100% of the voting securities of Company (a $100 million person). (Redacted) has no 50% shareholder. The acquisition is to be accomplished in two stages. First, (redacted) will make a cash … Sufficient financing has been arranged to allow (redacted) buy the tendered shares. At the second stage. (Redacted) and …
Date
Rule
801.40
OK 7/29/88
HSR Informal Interpretations

8807008 Informal Interpretation

… the purpose of acquiring 100% of the voting securities of Company (a $100 million person). (Redacted) has no 50% shareholder. The acquisition is to be accomplished in tow stages. First, (redacted) will make a cash … financing has been arranged to allow (redacted) to buy the tendered shares. At the second stage, (redacted) and …
Date
Rule
801.40(1)
Letter is incorrect. For 801.40(c) the full face value of financing is included. It is not intended for 801.11(e) where it is taken down after the acquisition. Writer was informed on 7/28/88
HSR Informal Interpretations

8807004 Informal Interpretation

… Victor L. Cohen Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … purposes in the ordinary course of its business of buying and selling financial instruments and real estate … pension obligations. (Redacted), likewise, routinely buys and sells real estate properties, such as hotels, in …
Date
Rule
7A(c)(1), 802.2(b)
None noted
HSR Informal Interpretations

8807005 Informal Interpretation

… EXPRESS John Sipple Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … to determine if the size of person test is met on the buyers side of the transaction. Because (redacted) ir less …
Date
Rule
801.1(b); 801.10
None noted
HSR Informal Interpretations

8806004 Informal Interpretation

… Victor L. Cohen Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … the same scenario and the same facts, except Company B buys Fs 49% interest in the partnership and then sells that …
Date
Rule
801.2; 801.40
None noted
HSR Informal Interpretations

8806007 Informal Interpretation

… 1988 Jeffrey Kaplan Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … by the Seller of the assets of its travel business to the Buyer. The purchase price to be paid to the Buyer includes $5 million in cash and an assumption of …
Date
Rule
801.10
[note 1-$7.0 MM]
HSR Informal Interpretations

8806010 Informal Interpretation

… (redacted) June 30, 1988 Victor Cohen, Esq. Federal Trade Commission Premerger Notification Office Sixth and 6th & … Kaplan describing the original structure of a leveraged buy-out in which the owner of an operating division was to … described in that letter in advance of the leveraged buy-out. This was done to ensure that (redacted) would have …
Date
Rule
801.1(b); 801.1(c)
After further discussion with parties, the parties were advised that notification was not necessary if the Partnership A did indeed become a less than 50% holder of (redacted) as a result of the...
HSR Informal Interpretations

8804001 Informal Interpretation

… Wayne E. Kaplan Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … issues; and 2) a filing is required if one partner buys out the other. I will continue to rely on your prior …
Date
Rule
801.40; 801.1(b)
Confirmed that the 1987 amendment to the control rule did not change the position in §801.40, i.e., that the formation of noncorporate joint ventures are not reportable. Facts in this case however...
HSR Informal Interpretations

8803002 Informal Interpretation

… 1988 VIA TELECOPIER Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … B.The Transaction. Z has agreed to make a leveraged buy-out of certain assets of X, utilizing A and B as … the sale of assets will not be reportable because the buyer will not meet the $10 million size of person test. The …
Date
Rule
801.1
I notified the writer that Y appears to be the agent of Z and Z controls (redacted) and has to file to acquire the assets of X. Wayne Kaplan 3/11/88
HSR Informal Interpretations

8803004 Informal Interpretation

… 1988 Wayne Kaplan Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … and D. B. The Transaction. E has agreed to make a leveraged buy-out of certain assets of X, utilizing A and B as … the sale of assets will not be reportable because the buyer will not meet the $10 million size of person test. The …
Date
Rule
801.11; 801.40
[note 1-Enclosure]
HSR Informal Interpretations

8803007 Informal Interpretation

… 1988 Patrick Sharp Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … described for you a proposed asset acquisition in which the buyer, a forest products company, would purchase a tract of … is being purchased as a basic raw material for the buyers regular business, the manufacture and sale of forest …
Date
Rule
802.1
I concur - 3-21-88
HSR Informal Interpretations

8801002 Informal Interpretation

… Mr. Patrick Sharp Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW Washing ton, D.C. … to sell the land and buildings to a number of different buyers. Accordingly, it is clear to me that the operation of …
Date
Rule
802.1
As I said before, the land must be included to the extent that it is an integral part of the business. You are in the best position to make that determination and have apparently doneso. It wasnt...
HSR Informal Interpretations

8801005 Informal Interpretation

… Wayne Kaplan, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission Washington, D.C. 20580 … first impression for your office. Our firm represents the buyer in a contemplated transaction in which our client will … trademarks and copyrights, know-how and research. Since the buyer is not acquiring the sellers plant, the equipment to …
Date
Rule
801.10
None noted
HSR Informal Interpretations

8712008 Informal Interpretation

… 1987 Patrick Sharpe Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania … to physical assets will be less than $1 million. The buyer will also enter into a sublease agreement with the  … portion of the space currently occupied by the seller. The buyer is a mortgage company with assets of approximately …
Date
Rule
801.1; 7A(c)(2)
None noted
HSR Informal Interpretations

8710004 Informal Interpretation

… October 15, 1987 Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW, Room 303 Washington, … 1987 the day after (redacted) had completed its three-week buying spree, accumulating over (redacted) worth (redacted) …
Date
Rule
802.9; 7A(c)(9)
None noted
HSR Informal Interpretations

8704003 Informal Interpretation

… 1987 Wayne Kaplan Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … be described as funds in which individual investors buy interests or units for the purposes of collective … powers under the (redacted) contracts do include the buying and selling of investments and the execution of such …
Date
Rule
801.1(b); 801.1(c)
On 6/3/87 I notified (redacted) that I did not know enough to dispute his conclusions but that this does not bind either agency in any future transaction. He will send in a letter to confirm that...
HSR Informal Interpretations

8706012 Informal Interpretation

… 23, 1987 Joe Price Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania … for $15 million to an unrelated general partnership (Buyer) which does not presently meet the size of the person … However, we cannot close the transaction until the Buyer has been granted the appropriate Alcoholic Beverage …
Date
Rule
801.1
Told him that beneficial interest in the assets must pass for the acquisition to close in escrow. Title and consideration arent being passed. We dont like the idea of claiming it is not closed for the...
HSR Informal Interpretations

8704005 Informal Interpretation

… 1987 Wayne Kaplan Premerger Notification Office Bureau of Competition Federal Trade Commission 6th & Pennsylvania Avenue, NW Room 303 … transactions represent an investment opportunity for the buyer (and for the seller, realization of cash) with no …
Date
Rule
7A(c)(1); 802.1
OK 4/20/87
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