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HSR Informal Interpretations

0703016 Informal Interpretation

… of B and A. B is not a publicly traded companyand for such companies, if the acquisition price has not been determined, … A is a publicly traded companyand for publicly traded companies the acquisition price is the market price ofthe …
Date
Rule
801.2
I think that all of this should be viewed as one transaction. The only acquiring persons who will hold voting securities that were not held prior to the transaction are the shareholders of B receiving...
HSR Informal Interpretations

0703017 Informal Interpretation

… "A" willacquire target B the acquisition price is $7.5 in cash and earn out paymentswhich could bring the total to $67 … the transaction does not reach the threshold. B hassome cash which it intends to distribute out to its shareholders … either at orprior to closing. Would the distribution of the cash either prior to or atclosing change the acquisition …
Date
Rule
801.10
The distribution of cash would not affect the acquisition price unless B is being compensated by A for the distribution.
Cases and Proceedings

Hospira, Inc., and Mayne Pharma Limited, In the Matter of

… (deferoxamine).  In settling the Commission’s charges, the companies agreed to divest to Barr Pharmaceuticals, Inc. …

The consent order settles charges that Hospira Inc.’s proposed $2 billion acquisition of rival drug manufacturer Mayne Pharma Ltd. would likely reduce competition in the following products: hydromorphone hydrochloride (hydromorphone), nalbuphine hydrochloride (nalbuphine), morphine sulfate (morphine), preservative-free morphine, and deferoxamine mesylate (deferoxamine).  In settling the Commission’s charges, the companies agreed to divest to Barr Pharmaceuticals, Inc. (Barr), within 10 days of the acquisition, Mayne’s rights and assets related to the relevant products.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
0710002
Docket Number
C-4182
Early Termination Notices

20070907: MidOcean Partners III, L. P.; Lehman Brothers Merchant Banking Partners III, L.P.

… 20070907: MidOcean Partners III, L. P.; Lehman Brothers Merchant Banking Partners III, L.P. HSR Early Termination … 20070907: MidOcean Partners III, L. P.; Lehman Brothers Merchant Banking Partners III, L.P. 20070907 Hunter Fan Holdings, Inc. Lehman Brothers Merchant Banking Partners III, L.P. MidOcean Partners III, …
Date
Acquiring Party
MidOcean Partners III, L. P.
Acquired Party
Lehman Brothers Merchant Banking Partners III, L.P.
Acquired Entities
Hunter Fan Holdings, Inc.
HSR Informal Interpretations

0703012 Informal Interpretation

… case if the bank already owns another insurance company orcompanies? (3) If the voting securities to be acquired carry …
Date
Rule
15 USC 18a(c)(11) 7A(c)(11)
(1) I think (c)(11) would cover the acquisition if the Bankruptcy Court has ordered the sale of voting securities to the bank pursuant to a plan of reorganization. I don't think it would be covered if...
Early Termination Notices

20070788: Paul G. Desmarais; Marsh & McLennan Companies, Inc.

… 20070788: Paul G. Desmarais; Marsh & McLennan Companies, Inc. HSR Early Termination Notice 20070788: Paul G. Desmarais; Marsh & McLennan Companies, Inc. 20070788 Putnam Investments Trust Marsh & McLennan Companies, Inc. Paul G. Desmarais … 20070788: Paul G. …
Date
Acquiring Party
Paul G. Desmarais
Acquired Party
Marsh & McLennan Companies, Inc.
Acquired Entities
Putnam Investments Trust
HSR Informal Interpretations

0702021 Informal Interpretation

… discussion andthe opinion you provided at that time. FACTS: Companies X and Y intend to form an LLC. X willcontribute cash and assets that constitute an on-going business unit in … or exceeding the HSR thresholdthen in effect. I noted that cash is not considered to be an asset pursuant tosection …
Date
Rule
801.50
Agree.
Early Termination Notices

20070787: The Bear Stearns Companies Inc.; Progress Energy, Inc.

… 20070787: The Bear Stearns Companies Inc.; Progress Energy, Inc. HSR Early Termination Notice 20070787: The Bear Stearns Companies Inc.; Progress Energy, Inc. 20070787 Ceredo … LLC Solid Fuel LLC Progress Energy, Inc. The Bear Stearns Companies Inc. … 20070787: The Bear Stearns Companies Inc.; …
Date
Acquiring Party
The Bear Stearns Companies Inc.
Acquired Party
Progress Energy, Inc.
Acquired Entities
Ceredo Synfuel LLC
Sandy River Synfuel LLC
Solid Energy LLC
Solid Fuel LLC
HSR Informal Interpretations

0702019 Informal Interpretation

… associated with the business. Would such a contribution be cash/cash equivalent,and hence exempt? If youwould like to …
Date
Rule
801.2
of-person of the JV, regardless of whether it is exclusive, non-exclusive or "hybrid". 2) Yes - the cash stream and EBIT would be cash equivalents. So, you can exclude them from the total non-exempt...
Early Termination Notices

20070732: The St. Paul Travelers Companies, Inc.; Citigroup Inc.

… 20070732: The St. Paul Travelers Companies, Inc.; Citigroup Inc. HSR Early Termination Notice 20070732: The St. Paul Travelers Companies, Inc.; Citigroup Inc. 20070732 Citigroup Inc. Citigroup Inc. The St. Paul Travelers Companies, Inc. … 20070732: The St. Paul Travelers …
Date
Acquiring Party
The St. Paul Travelers Companies, Inc.
Acquired Party
Citigroup Inc.
Acquired Entities
Citigroup Inc.
HSR Informal Interpretations

0702005 Informal Interpretation

… company. It assets currently consist of only cash or cash equivalents. Company B is apublicly traded corporation. … voting securitiesas Company A only holds exempt assets -- cash and cash equivalents --pre-close, or is the acquisition …
Date
Rule
15 USC 18a 7A(c)(10), 802.4
The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...
HSR Informal Interpretations

0702007 Informal Interpretation

… holds minority partnership interests in a series ofproject companies that own power plants. Company B also holds a 50% … becausethe acquisition of all of the minority owned project companies were consideredexempt and the value of the one 50% …
Date
Rule
801.10(d)
The loan payoff does not change the analysis in the acquisition of non-corporate interests. Item 6 is required because it is not an assets acquisition.
HSR Informal Interpretations

0702010 Informal Interpretation

… with apotential co-investor that might put in enough cash so that the co-investorbecomes more than a 50% equity …
Date
Rule
801.1(b)
Yes - you can do it on one filing if you know the identity of the co-investor who will potentially control. File as if the co-investor already controls the LLC and an officer or director or managing...
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