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HSR Informal Interpretations

0707014 Informal Interpretation

… shares to thepublic in an attempt to raise $800,000,000 in cash. 2.Newcowill, immediately after Step 1 above, take a … portion of the$800,000,000 and acquire the assets of three companies; those assets arecomprised of outstanding loans, … as a "going concern" to Newco in exchange for $18,000,000cash and voting stock of Newco worth about $100,000,000. …
Date
Rule
15 USC18a(c)(1) (2) 7A(c)(1) (2), 802.2
If Manco is exiting the business, the ordinary course exemption would not be applicable to the acquisitions of the non-real estate loans and receivables. The mortgages and any other loans secured by...
Early Termination Notices

20071719: The Estee Lauder Companies Inc.; Ojon Corporation

… 20071719: The Estee Lauder Companies Inc.; Ojon Corporation HSR Early Termination Notice 20071719: The Estee Lauder Companies Inc.; Ojon Corporation 20071719 Ojon Corporation Ojon Corporation The Estee Lauder Companies Inc. … 20071719: The Estee Lauder Companies Inc.; …
Date
Acquiring Party
The Estee Lauder Companies Inc.
Acquired Party
Ojon Corporation
Acquired Entities
Ojon Corporation
Early Termination Notices

20071711: The Bear Stearns Companies Inc.; Universal American Financial Corp.

… 20071711: The Bear Stearns Companies Inc.; Universal American Financial Corp. HSR Early Termination Notice 20071711: The Bear Stearns Companies Inc.; Universal American Financial Corp. 20071711 … Corp. Universal American Financial Corp. The Bear Stearns Companies Inc. … 20071711: The Bear Stearns Companies Inc.; …
Date
Acquiring Party
The Bear Stearns Companies Inc.
Acquired Party
Universal American Financial Corp.
Acquired Entities
Universal American Financial Corp.
HSR Informal Interpretations

0707012 Informal Interpretation

… let me know so that I can correct therecord. Thank you in advance for assisting me in this matter. … 0707012 Informal …
Date
Rule
802.2(d)
Agree. Informed the writer that if there are other businesses on the premises, those businesses would have to be valued separately. MV concurs.
HSR Informal Interpretations

0707015 Informal Interpretation

… for the Boards of Foreign Corporation's Group of Companies(subsidiaries). Foreign Corporation's management … ForeignCorporation or on the boards of any of the Group of Companies, or to makenominations to the Boards of Foreign Corporation or of any of the Group ofCompanies. Similarly, Foreign Corporation's management is …
Date
Rule
801.1(b)
Agree.
Advisory Opinions

Opinion 07-4

… Services -- one for its own charges and one for third-party cash advance items. opinion07-4.pdf Advisory Opinion … Opinion …
Date
Discusses whether funeral providers may charge fees for storing third-party caskets or for disposing of the containers in which they are shipped; and whether funeral providers may use two separate...
HSR Informal Interpretations

0707009 Informal Interpretation

… C to effect the transaction, and loans Company C enough cash to purchase Company B. Because Company C does not have a balance sheet, and its only assets are the cash used to effect the transaction, Company C's size of …
Date
Rule
801.90
07/10/2007 1. Unless there is some legitimate reason for organizing the transaction in this manner, it could invoke Section 801.90. 2. The repayment of the loan to A shareholders in C voting stock...
HSR Informal Interpretations

0707004 Informal Interpretation

… those PNO interpretationsto my prior email. Thanks in advance for your help ----- Original Message From: … or assumptions not raisedin my email. As always, thanks in advance for your assistance, Mike. … 0707004 Informal …
Date
Rule
801.10
Aggregation depends on what the liabilities are attached to. If they are attached to the assets being transferred directly to buyer they should be aggregated with the value of those assets. If they...
HSR Informal Interpretations

0707005 Informal Interpretation

… It will raise equity by drawing downcommitted capital (cash) from the limited partners who will subscribeadditional … shares in the Fund. Would the contribution of cash in the form ofadditional share subscriptions (which …
Date
Rule
801.1(b), 801.11
Aggregation depends on what the liabilities are attached to. If they are attached to the assets being transferred directly to buyer they should be aggregated with the value of those assets. If they...
Early Termination Notices

20071578: Piper Jaffray Companies; Charles D. Walbrandt

… 20071578: Piper Jaffray Companies; Charles D. Walbrandt HSR Early Termination Notice 20071578: Piper Jaffray Companies; Charles D. Walbrandt 20071578 Fiduciary Asset Management, LLC Charles D. Walbrandt Piper Jaffray Companies … 20071578: Piper Jaffray Companies; Charles D. …
Date
Acquiring Party
Piper Jaffray Companies
Acquired Party
Charles D. Walbrandt
Acquired Entities
Fiduciary Asset Management, LLC
HSR Informal Interpretations

0706020 Informal Interpretation

… membership interest of B. A is paying a total of$33 million cash for the securities to be acquired in this acquisition …
Date
Rule
801.10, 802.4
Do not include the debt. The size-of-transaction is $33 MM. Transaction 2 - The transaction would not be exempt under (c)(10) or 802.30. is acquisition of 70% of Newco LLC may be exempt under 802.4. Z...
HSR Informal Interpretations

0706021 Informal Interpretation

… to theventure. "A"'s contribution consists entirely of cash. "B"'scontribution consists of barges, to be used by … barges are exempt as intra-person transfers,802.30(c). The cash contributed by "A" is exempt under 801.21(a). Asa … No filing is required for"B". (2)Inthe case of "A", the cash contributed by "A" is exemptunder 801.21(a). As "A" …
Date
Rule
802.4
Agree.
Early Termination Notices

20071501: ValueAct Capital Master Fund, L.P.; Advanced Medical Optics, Inc.

… 20071501: ValueAct Capital Master Fund, L.P.; Advanced Medical Optics, Inc. HSR Early Termination Notice 20071501: ValueAct Capital Master Fund, L.P.; Advanced Medical Optics, Inc. 20071501 Advanced Medical Optics, Inc. Advanced Medical Optics, Inc. …
Date
Acquiring Party
ValueAct Capital Master Fund, L.P.
Acquired Party
Advanced Medical Optics, Inc.
Acquired Entities
Advanced Medical Optics, Inc.
Early Termination Notices

20071541: The Williams Companies, Inc.; BASF Aktiengesellschaft

… 20071541: The Williams Companies, Inc.; BASF Aktiengesellschaft HSR Early Termination Notice 20071541: The Williams Companies, Inc.; BASF Aktiengesellschaft 20071541 BASF Corporation BASF Aktiengesellschaft The Williams Companies, Inc. … 20071541: The Williams Companies, Inc.; …
Date
Acquiring Party
The Williams Companies, Inc.
Acquired Party
BASF Aktiengesellschaft
Acquired Entities
BASF Corporation
HSR Informal Interpretations

0706023 Informal Interpretation

… (the "Rules"). CompanyA and Company B are mutual insurance companies, each of which meets the size ofthe parties … by a mutual insurer to its policyholders, secured by thecash value credited to the policyholder (most whole life policies permit thepolicyholder to borrow against the cash value accumulated in the policy atfavorable interest …
Date
Rule
15 USC 18a(c)(2) - 7A(c)(2)
Agree.
Displaying 1381 - 1400 of 2933
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