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HSR Informal Interpretations

0802009 Informal Interpretation

… 91 a third party lender took over the debt;and (2) Cash payments made by COMPANY A to COMPANY B are capped at a … regarding facts that may be relevantto the analysis. In advance, we greatly appreciate your assistance in …
Date
Rule
801.10
I would view this a two separate transactions that do not need to be aggregated. Since you can determine that the maximum acquisition price for B's voting securities is below the size of transaction...
HSR Informal Interpretations

0802001 Informal Interpretation

… with the Securities and Exchange Commission as investment companies under the Investment Company Act of 1940 (1940 …
Date
Rule
801.1(b) (c), 802.64, 802.9
02/05/2008 1. Investment advisors registered under the Investment Advisers Act of 1940 are not institutional investors for purposes of 802.64. 0705015 (point 1) is incorrect. I misread it to say...
HSR Informal Interpretations

0801014 Informal Interpretation

… material way.) 3. Buyer pays approximately $35 million in cash consideration to Target, in exchange for interests in … approximately $35 million from Lender, and uses that cash both to refinance its existing debt and to redeem … in terms of tax consequences and Buyer's limited outlay of cash) such that no avoidance issue is implicated. Based on …
Date
Rule
801.50, 802.30
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
Amicus Briefs

In re Ciprofloxacin Hydrochloride Antitrust Litigation

… claims on the ground that defendants' challenged patent settlement agreement was immunized by the patent laws. The …
Date
Citation Number
08-1097
Amicus brief before the United States Court of Appeals for the Federal Circuit, in support of appellants and urging reversal of a decision by the United States District Court for the Eastern District...
HSR Informal Interpretations

0801009 Informal Interpretation

… the transactions will be the acquisition of two operating companies(Company A and Company B) by a publicly traded … Pubco, (ii) Mr. A will receive approximately $86 million in cash and approximately20% of the outstanding stock of Pubco, … and (iii) Mr. B will receive approximately $42 millionin cash and approximately 10% of the outstanding stock of …
Date
Rule
801.11
Agree.
Early Termination Notices

20080586: Pfizer Inc.; The Biotech Settlement

… 20080586: Pfizer Inc.; The Biotech Settlement HSR Early Termination Notice 20080586: Pfizer Inc.; The Biotech Settlement 20080586 CovX Reserach LLC CovX Technologies Ireland Limited The Biotech Settlement Pfizer Inc. … 20080586: Pfizer Inc.; The Biotech …
Date
Acquiring Party
Pfizer Inc.
Acquired Party
The Biotech Settlement
Acquired Entities
CovX Reserach LLC
CovX Technologies Ireland Limited
HSR Informal Interpretations

0801010 Informal Interpretation

… services in exchange for an annualmanagement fee (paid in cash quarterly, in advance). Although, as generalpartner, GP Inc. is also … of itsearned fee for a period of years, during which the cash would remain investedby LP, and at the end of which …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0801001 Informal Interpretation

… Company B, a publicly traded company, has substantial cash,cash equivalents and marketable equity and debt … requirements. CompanyA and Company B are both software companies in complementary businesses thatmeet the … (redacted) and my email addressis (redacted). Thank you in advance for your assistance in this matter. … 0801001 …
Date
Rule
801.10, 802.4
I agree that the transaction is not reportable, but you are mixing apples and oranges in your explanation of the analysis. Rule 802.4 has nothing to do with the size-of-transaction which is $68.7 MM...
HSR Informal Interpretations

0712012 Informal Interpretation

… immediately prior to theacquisition of the Assets will be cash, a substantial portion of which will beused to purchase … (in any event Company Xwill have less than $12 million of cash that will not be used for purposes ofthe acquisition of … newly formed entitythat has no sales and its only asset is cash a substantial portion ofwhich will be used to acquire …
Date
Rule
801.1(b), 801.11(c)
Agree with both.
HSR Informal Interpretations

0712013 Informal Interpretation

… equity company("PE") are proposing to combinethe two companies into a new company ("Newco") that willbe jointly … two companies to Newcoin exchange for (i) $120 million in cash (adjusted for any outstanding thirdparty debt and … $35 million worth of shares of Company B to PE for cash and will sell approximately $20million worth of shares …
Date
Rule
801.40
Agree.
Early Termination Notices

20080412: Trian Partners, L.P.; Marsh & McLennan Companies, Inc

… 20080412: Trian Partners, L.P.; Marsh & McLennan Companies, Inc HSR Early Termination Notice 20080412: Trian Partners, L.P.; Marsh & McLennan Companies, Inc 20080412 Marsh & McLennan Companies, Inc Marsh & McLennan Companies, Inc Trian …
Date
Acquiring Party
Trian Partners, L.P.
Acquired Party
Marsh & McLennan Companies, Inc
Acquired Entities
Marsh & McLennan Companies, Inc
Early Termination Notices

20080411: Trian Star Trust; Marsh & McLennan Companies, Inc.

… 20080411: Trian Star Trust; Marsh & McLennan Companies, Inc. HSR Early Termination Notice 20080411: Trian Star Trust; Marsh & McLennan Companies, Inc. 20080411 Marsh & McLennan Companies, Inc. Marsh & McLennan Companies, Inc. Trian Star …
Date
Acquiring Party
Trian Star Trust
Acquired Party
Marsh & McLennan Companies, Inc.
Acquired Entities
Marsh & McLennan Companies, Inc.
Cases and Proceedings

ValueAct Partners, LP, United States of America (for the FTC)

… requirements related to the acquisition of stock in three companies, Gartner, Inc., Catalina marketing Group, and …

In December 2007, the Commission challenged ValueAct Captial Partners’ violations of the Hart-Scott-Rodino Pre-Merger Notification Act’s filing requirements related to the acquisition of stock in three companies, Gartner, Inc., Catalina marketing Group, and Acxiom Corp. The firm previously violated the HSR filing requirements in 2003, and after making corrective filings, and agreeing to put HSR safeguards into place to ensure compliance with the filing requirements, the Commission decided to take no action. However, ValueAct failed to enact the necessary preventative measures and again violated the HSR filing requirements with its aforementioned acquisitions resulting in the Commission seeking civil penalties in the amount of $1.1 million.

Type of Action
Federal
Last Updated
FTC Matter/File Number
0510204
Early Termination Notices

20080291: The Bear Stearns Companies Inc.; Knight Holdco LLC

… 20080291: The Bear Stearns Companies Inc.; Knight Holdco LLC HSR Early Termination Notice 20080291: The Bear Stearns Companies Inc.; Knight Holdco LLC 20080291 KN Cogeneration, … Thermo Acquisition, Inc. Knight Holdco LLC The Bear Stearns Companies Inc. … 20080291: The Bear Stearns Companies Inc.; …
Date
Acquiring Party
The Bear Stearns Companies Inc.
Acquired Party
Knight Holdco LLC
Acquired Entities
KN Cogeneration, Inc.
KN Thermo Acquisition, Inc.
HSR Informal Interpretations

0712002 Informal Interpretation

… Acquiring Person intends to purchase from Sellers variouscompanies that are commonly controlled. The businesses to be … unit was valued based on a net present value, NPV, of cash flow expectedto be generated by that business unit over … basis because it values the businesses based on the cash flows expectedto be generated by them, not based on the …
Date
Rule
802.2(h)
Agree.
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