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HSR Informal Interpretations

0811006 Informal Interpretation

… check company that went public a fewmonths ago and raised cash for the purpose of effecting a business combinationwith … an operating business. A currently holds only cash, and cash is consideredto be exempt assets pursuant to 801.21. …
Date
Rule
802.4, 802.30
Agree.
Early Termination Notices

20090118: Blackstone Capital Partners III Merchant Banking Fund L.P.; Republic Services, Inc.

… 20090118: Blackstone Capital Partners III Merchant Banking Fund L.P.; Republic Services, Inc. HSR … Notice 20090118: Blackstone Capital Partners III Merchant Banking Fund L.P.; Republic Services, Inc. 20090118 … Republic Services, Inc. Blackstone Capital Partners III Merchant Banking Fund L.P. … 20090118: Blackstone Capital …
Date
Acquiring Party
Blackstone Capital Partners III Merchant Banking Fund L.P.
Acquired Party
Republic Services, Inc.
Acquired Entities
Republic Services, Inc.
HSR Informal Interpretations

0811004 Informal Interpretation

… and the only thing it was essentially acquiring was cash, which isexempt. Now, Company C may still be the UPE of … shares inCorporation A, which post-merger only holds (a) cash, which is exempt and (b)Corporation B assets, which … reportable if the SOTthreshold is met.) Thanks in advance. 11/13/2008 Regards, -----Forwarded by (redacted) …
Date
Rule
801.2, 802.4
1. I assume you meant Corp A's acquisition of Corp B, and yes I agree that is potentially reportable. 2. In a stock for stock transaction both A's acquisition of B and any of B's shareholders'...
HSR Informal Interpretations

0810012 Informal Interpretation

… related 802.51(b) question suggests that a right to receive cashpresently or at some future date, like accounts …
Date
Rule
801.1(i)(2), 802.51
We interpret investment assets very narrowly to include only what is in the definition in 801.1 (i)(2): "cash, deposits in financial institutions, other money market instruments, and instruments...
Early Termination Notices

20090058: Continental Aktiengesellschaft; Carlisle Companies Incorporated

… 20090058: Continental Aktiengesellschaft; Carlisle Companies Incorporated HSR Early Termination Notice 20090058: Continental Aktiengesellschaft; Carlisle Companies Incorporated 20090058 Carlisle Power Transmission Products, Inc. Carlisle Companies Incorporated Continental Aktiengesellschaft … …
Date
Acquiring Party
Continental Aktiengesellschaft
Acquired Party
Carlisle Companies Incorporated
Acquired Entities
Carlisle Power Transmission Products, Inc.
Early Termination Notices

20090028: Icahn Partners Master Fund II LP; The Williams Companies, Inc.

… 20090028: Icahn Partners Master Fund II LP; The Williams Companies, Inc. HSR Early Termination Notice 20090028: Icahn Partners Master Fund II LP; The Williams Companies, Inc. 20090028 The Williams Companies, Inc. The Williams Companies, Inc. Icahn Partners …
Date
Acquiring Party
Icahn Partners Master Fund II LP
Acquired Party
The Williams Companies, Inc.
Acquired Entities
The Williams Companies, Inc.
Early Termination Notices

20090027: Carl C. Icahn; The Williams Companies, Inc.

… 20090027: Carl C. Icahn; The Williams Companies, Inc. HSR Early Termination Notice 20090027: Carl C. Icahn; The Williams Companies, Inc. 20090027 The Williams Companies, Inc. The Williams Companies, Inc. Carl C. Icahn … …
Date
Acquiring Party
Carl C. Icahn
Acquired Party
The Williams Companies, Inc.
Acquired Entities
The Williams Companies, Inc.
HSR Informal Interpretations

0810002 Informal Interpretation

… Agreement and not in the actual Convertible Note. Thanks in advance! … 0810002 Informal Interpretation …
Date
Rule
801.1(f)
It doesn't matter whether the right to appoint directors is in the convertible note or is a contractual right, that alone would not make it a voting security. Generally, the only time that a...
HSR Informal Interpretations

0810004 Informal Interpretation

… below the 7A(a)(2)(B)threshold for size of person, and any cash or shares of target held by Newco donot count toward … acquisition under 801.11 (e), Newco may have to countcash it holds toward the size of person if it is not cash held for the specificnext open market acquisition being …
Date
Rule
801.11(e)
I think we would view the entire $200 MM as being held for the purpose of the acquisition, not treat each purchase as a different transaction. So I would say that UPE can acquire up to $200 MM (as...
HSR Informal Interpretations

0809010 Informal Interpretation

… Estimated Uses and Sources of Funds ($ in millions) Cash Proceeds to Sellers 90.9 Revolver 0.0 Management … Equity Value 104.5 NC Municipal Bonds 23.7 NC Restricted Cash (6.7) Purchase Price Paid to (redacted) 24.2 Subtotal: … 5.2 NC Municipal Bonds 23.7 Total Net Debt 107.4 Restricted Cash for NC Bonds (6.7) Subtotal: Net NC Bond Debt 17.0 …
Date
Rule
801.10
Agree.
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