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HSR Informal Interpretations

0806031 Informal Interpretation

… Company X whereby a newly formed LLC ("Newco") will receive cash, borrowed funds, and assets as follows: Fund A, Fund B, … and Fund C, each of which is its own UPE, will contribute cash to Newco. Funds A, Band C will receive 25%, 25%, and …
Date
Rule
801.50
06/30/2008 – Agree.
HSR Informal Interpretations

0806029 Informal Interpretation

… the HSR Act because the rights are not exclusive; and (d) cash and cash equivalents are not reportable pursuant to 16 … (d) multi-currency processing for U.S. and Canadian-based merchants, including dynamic currency conversion and cross … to acquire include: merchant contracts and associated settlement assets and liabilities (i.e. receivables from …
Date
Rule
802.4
Agree.
Cases and Proceedings

Missouri Board of Embalmers and Funeral Directors, In the Matter of

… to consumers on an at-need basis. Under the proposed settlement, the Board is required to communicate to the …

Under the terms of the proposed consent order, the Missouri Board of Embalmers and Funeral Directors agreed to settle charges that it deterred competitive entry in the retail sale of caskets by adopting a rule that only licensed funeral directors could sell caskets to consumers on an at-need basis. Under the proposed settlement, the Board is required to communicate to the public that it is not necessary to obtain a license from the Board to offer for retail sale caskets and other funeral merchandise to customers in Missouri.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
061 0026
HSR Informal Interpretations

0806018 Informal Interpretation

… OTHER TERMS TO EFFECTUATE THE MERGER ARE INCLUDED. 1. NON-CASH TENDER STATUS OF THE PUBLIC OFFER: IT IS OUR … IS THAT THE PROPOSED TENDER OFFER CANNOT BE TREATED AS A CASH TENDER OFFER UNDER THE HSR RULES OF PRACTICE. PLEASE …
Date
Rule
801.30
06/19/2008 1) Agree 2) Agree
HSR Informal Interpretations

0806017 Informal Interpretation

… I have atransaction in which a U.S. issuer is making an all-cash offer to buy 100% of theoutstanding voting securities … trying todetermine is whether the transaction constitutes a cash tender offer (withinthe meaning of Rule 801.1 (g that … 71 in the Premerger Notification PracticeManual) that cash tender offers for control of a foreign issuer which are …
Date
Rule
801.1(g)
This is not a CTO for purposes of the 15-day waiting period.
HSR Informal Interpretations

0806021 Informal Interpretation

… sheet.At such time of closing, A LLC will have enough cash to pay its portion of thepurchase price and the … million in the aggregate.However, the value of any other cash or other assets in A LLC will be less than$10 million, and it is contemplated that the amount of cash in A LLC afterpaying its portion of the purchase price …
Date
Rule
801.11(e)
Agree and see comment under Question.
HSR Informal Interpretations

0806019 Informal Interpretation

… I have atransaction in which a U.S. issuer is making an all-cash offer to buy 100% ofthe outstanding voting securities … trying todetermine is whether the transaction constitutes a cash tender offer (withinthe meaning of Rule 801.1 (g that … 71 in the Premerger Notification PracticeManual) that cash tender offers for control of a foreign issuer which are …
Date
Rule
801.1(g)
Not a CTO for HSR purposes.
HSR Informal Interpretations

0806013 Informal Interpretation

… funds, which services include secured financing, securities settlement, custody, capital introduction, securities … securities brokerage, credit facilities, financing, and settlement services to many clients, both institutional and …
Date
Rule
15 USC 18(a)(c)(1) - 7A(c)(1)
06/16/2008 – Agree.
HSR Informal Interpretations

0806023 Informal Interpretation

… to the holders of interests of several limited liability companies which hold in the aggregate the assets and related … pending purchase orders for 100 1.5 MW wind turbines and advanced negotiations of the purchase of additional wind …
Date
Rule
802.2, 802.4
06/12/2008 – Agree.
HSR Informal Interpretations

0806011 Informal Interpretation

… B in exchange for 12.5%of Newco. --FundC will contribute cash to Newco in exchange for 37.5% of Newco. Simultaneously … withthese contributions, Newco will acquire for cash the remaining 80% of theshares of Company B from a third party, using as the purchase price the cashcontributed by Fund C. As a result, Newco will hold 100% …
Date
Rule
801.50, 802.4
I think both scenarios should be treated as a formation followed by the acquisition of 80% of B for cash. I agree that both steps in either scenario would be exempt. This doesn't look like a...
HSR Informal Interpretations

0806012 Informal Interpretation

… interests. D.Private Equity Fund will then invest cash for debt of, and a minority equitystake in, New LLC. … that which would apply under Section 801.11 (e), the cash invested byPrivate Equity Fund immediately prior to the … Section 801. 11 (e)would permit deduction of the cash invested by Private Equity Fund to be usedin the …
Date
Rule
801.11
a. The assets of M and New LLC would be determined as of a time immediately prior to the transaction, not April 30, 2008. b. There is no basis for excluding the cash to be used for the acquisition...
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