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HSR Informal Interpretations

1004006 Informal Interpretation

… all the Opco Notes that it holds, plus $32.5 million in cash. 2.Mergerco will merge with and into Holdco, with … shares of New Common of Holdco. They willalso acquire, for cash, an aggregate total of $6.8 million in additional … exchanged for Notes, and $6.8 millionnewly purchased for cash) and $7.7 million in Preferred. (iii) The …
Date
Rule
801.10
Agree.
Testimony

Prepared Statement of the Federal Trade Commission On The Debt Settlement Industry: The Consumer's Experience

… Statement of the Federal Trade Commission On The Debt Settlement Industry: The Consumer's Experience Prepared … Statement of the Federal Trade Commission On The Debt Settlement Industry: The Consumer's Experience … Prepared … Statement of the Federal Trade Commission On The Debt Settlement Industry: The Consumer's Experience …
Date
By
Julie Brill
HSR Informal Interpretations

1004004 Informal Interpretation

… securities of Corporation B ("B"). A portion of the total cash that A pays at closing ("closing cash") will go to retire certain debt of B. We understand … of B's voting securities, the portion of the closing cash that goes to retire B's debt is not considered for …
Date
04/20/2010 – Agree on both.
HSR Informal Interpretations

1004001 Informal Interpretation

… debt. Investor group I will be contributing $10 million incash. Newco will also receive bank financing (@ $65-70 … and re-finance H's existing debt. Consideration for the cash infusion andthe acquisition of these companies will be equity in Newco, such that N willown 48%, …
Date
Rule
801.50
of-person test for the first acquisition because 801.11 (e) only allows you to exclude the cash for that acquisition. The cash for the second acquisition would count toward the size-of-person test in...
Cases and Proceedings

Danaher Corporation and MDS, Inc., In the Matter of

… related to its laser microdissection business. The proposed settlement is designed to preserve competition in the North …

The Commission challenged Danaher’s proposed acquisition of MDS Analytical Technologies, requiring that MDS divest its assets related to its laser microdissection business. The proposed settlement is designed to preserve competition in the North American market for laser microdissection devices – a key tool for scientific research.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
091 0159
HSR Informal Interpretations

1003008 Informal Interpretation

… questionsconcerning the fact pattern presented. Thanks in advance for yourconsideration. … 1003008 Informal …
Date
Rule
802.4
802.4 is an asset based test, so you can't use 802.51 to exempt the foreign subs outright. If the foreign subs have any US assets they would have to be valued along with the US assets of USCo. 1...
HSR Informal Interpretations

1003004 Informal Interpretation

… please see below and letme know what you think? Thanks in advance for your help. Proposed Transaction: 1. A creates a … of theinterests in JV. 8. Third party C contributes $75mm ("Cash") toJV in exchange for a 25% interest in JV. 9. JV distributes the Cash to OLP in partial redemptionof OLP's ownership in JV. …
Date
Rule
801.50, 802.4
Agree.
HSR Informal Interpretations

1003002 Informal Interpretation

… voting securities of Company B in the amount of $5mm.Companies A and B filed notification for these two …
Date
Rule
802.21
802.21 requires that you acquire sufficient voting securities in the first year to cross the threshold. You can then acquire up to the next threshold for five years. 802.21 (a)(3) The acquisition will...
HSR Informal Interpretations

1002001 Informal Interpretation

… with a value in excess of $65.2 million (exclusive ofadvances); (ii) Buyer will also pay Seller approximately $15 … Advances describedabove, are viewed by the FTC PNQ as cash equivalents. See InformalInterpretation 0804012 (April 23, 2008). Cash and cash equivalents areassets whose acquisition is …
Date
Rule
15 USC 18a(c)(1), 802.1
The HSR Act exempts "acquisitions of goods ... transferred in the ordinary course of business." 15 U.S.C. 18a(c)(1). See 16 CFR 802.1. The Premerger Notification Office (PNO) has long taken the...
HSR Informal Interpretations

1001008 Informal Interpretation

… threshold, however, Company A also offered to provide non-cash consideration (products and services) to Company B. The fair market value of such non-cash consideration has not been estimated. Through … B had no debt. After additional negotiations, the companies have agreed that Company B will relieve Subsidiary …
Date
Rule
801.10, 801.90
02/06/2010 – Agree.
Early Termination Notices

20100355: The Williams Companies, Inc.; Williams Partners L.P.

… 20100355: The Williams Companies, Inc.; Williams Partners L.P. HSR Early Termination Notice 20100355: The Williams Companies, Inc.; Williams Partners L.P. 20100355 Williams Partners L.P. Williams Partners L.P. The Williams Companies, Inc. … 20100355: The Williams Companies, Inc.; …
Date
Acquiring Party
The Williams Companies, Inc.
Acquired Party
Williams Partners L.P.
Acquired Entities
Williams Partners L.P.
HSR Informal Interpretations

0912008 Informal Interpretation

… and acquisition sub, the parties will contribute only cash. Atclosing, the management of the target company would … form asecond newly formed partnership (PS 2) and contribute cash. PS 1 will have agreater than 50% interest in PS 2 and … and the acquisition sub should be exempt because only cash isbeing contributed at formation (or with respect to …
Date
Rule
801.11(e)
Agree 801.11(e) is available in both scenario
HSR Informal Interpretations

0912005 Informal Interpretation

… mechanism for returning the rights to A upon a specified cash payment from A to B. Since the restructuring, entities … greater detail, are as follows: A. Original Agreements Companies A and B entered into certain Agreements pursuant … back to A: The option involves a transfer back to A, upon a cash payment by A to B, of the exclusive license rights to …
Date
Rule
801.2
Agree not reportable. K Walsh / K Berg concur.
Early Termination Notices

20100141: Sonova Holding AG; Alfred E. Mann

… Notice 20100141: Sonova Holding AG; Alfred E. Mann 20100141 Advanced Bionics Corporation Advanced Bionics, LLC Alfred E. Mann Sonova Holding AG … …
Date
Acquiring Party
Sonova Holding AG
Acquired Party
Alfred E. Mann
Acquired Entities
Advanced Bionics Corporation
Advanced Bionics, LLC
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