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HSR Informal Interpretations

0702004 Informal Interpretation

… 2.A sells some FC to B (foreignnon-corporate entity) for cash. Not reportable sale of a minority interest inFC, in … FC has no regularly prepared balance sheet and only asset iscash. 3. FC issues additional shares to A and B for cash. Notreportable 4.B and affiliated entities hold all …
Date
Rule
801.2, 801.40
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

0702001 Informal Interpretation

… "Funds"), that are limitedpartnerships or limited liability companies, and issued to certain members ofTarget's … A's acquisition of the votingsecurities of Target will be cash, which is an exempt asset pursuant to Rules801.21 and … of LLC C is not a reportable event. With respect toCompanies A and B, because each is wholly owned by LLC C, …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0702002 Informal Interpretation

… $74 million. The LLC will use the total $125 million in cash tomake an acquisition of stock and assets with a … As of the transaction date, LLC would have $125million in cash. If dissolved at that moment, X's prior right would … of person test are all the assets that it holds less allcash it will use for the acquisition. Since LLC will hold no …
Date
Rule
801.1(b)
I agree that the LLC is its own UPE and that the transaction is not reportable.
HSR Informal Interpretations

0701026 Informal Interpretation

… Act"). Thereis a proposed merger between two publicly trade companies, Company A andCompany B. whereby Company A will be … or decrease holdings of voting securities in either or bothcompanies prior to the closing of the merger. You agreedthat …
Date
Rule
802.9, 802.64
Agree.
HSR Informal Interpretations

0701022 Informal Interpretation

… of subsidiary corporation for approximately$10 million in cash. Pursuant to the proposed sale agreement, as a …
Date
Rule
801.10
If it is a voting securities deal, the debt would not be included in the acquisition price. It doesn't matter whether the debt is owed to the UPE or a third party creditor.
HSR Informal Interpretations

0701016 Informal Interpretation

… as you. The deal involves an investment bank that is buying companiesthrough a group of different funds that are raising … 6. Size of Person test. The UPE will have no assets (except cash or cashcommitments) at the time of filing, but it is almost …
Date
Rule
Form - General
1. Because the acquisition vehicle was shown as being within the person of the investment fund there is no need to amend if the acquisition vehicle ends up being its own UPE. 2. No need to amend 3. No...
Cases and Proceedings

Johnson & Johnson and Pfizer Inc., In the Matter of

… rash treatments. In settling the Commission’s charges, the companies have agreed to sell Pfizer’s Zantac H-2 blocker …

The consent order settles charges that Johnson & Johnson’s (J&J) proposed $16.6 billion acquisition of Pfizer Inc.’s (Pfizer) Consumer Healthcare business would likely reduce competition in the U.S. markets for over-the-counter (OTC) H-2 blockers used to prevent and relieve heartburn, OTC hydrocortisone anti-itch products, OTC night-time sleep aids, and OTC diaper rash treatments. In settling the Commission’s charges, the companies have agreed to sell Pfizer’s Zantac H-2 blocker business to Boehringer Ingelheim Pharmaceuticals Inc. (Boehringer), and Pfizer’s Cortizone hydrocortisone anti-itch business, Pfizer’s Unisom night-time sleep aid business, and J&J’s Balmex diaper rash treatment business to Chattem, Inc.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
0610220
Docket Number
C-4180
Cases and Proceedings
Commissioner Statements

Oral Statement of Commissioner Jon Leibowitz on Anticompetitive Patent Settlements in the Pharmaceutical Industry

… of Commissioner Jon Leibowitz on Anticompetitive Patent Settlements in the Pharmaceutical Industry Oral Statement of Commissioner Jon Leibowitz on Anticompetitive Patent Settlements in the Pharmaceutical Industry … Oral Statement … of Commissioner Jon Leibowitz on Anticompetitive Patent Settlements in the Pharmaceutical Industry …
Date
By
Jon Leibowitz, Former Chairman
Prepared Statement of the Federal Trade Commission On Anticompetitive Patent Se…
Testimony

Prepared Statement of the Federal Trade Commission On Anticompetitive Patent Settlements in the Pharmaceutical Industry

… of the Federal Trade Commission On Anticompetitive Patent Settlements in the Pharmaceutical Industry Prepared … of the Federal Trade Commission On Anticompetitive Patent Settlements in the Pharmaceutical Industry … Prepared … of the Federal Trade Commission On Anticompetitive Patent Settlements in the Pharmaceutical Industry …
Date
By
Jon Leibowitz, Former Chairman
Early Termination Notices

20070575: Bear Stearns Merchant Banking Partners III (Cayman) L.P.; Caisse de depot de placement du Quebec

… 20070575: Bear Stearns Merchant Banking Partners III (Cayman) L.P.; Caisse de depot … Quebec HSR Early Termination Notice 20070575: Bear Stearns Merchant Banking Partners III (Cayman) L.P.; Caisse de depot … Caisse de depot de placement du Quebec Bear Stearns Merchant Banking Partners III (Cayman) L.P. … 20070575: Bear …
Date
Acquiring Party
Bear Stearns Merchant Banking Partners III (Cayman) L.P.
Acquired Party
Caisse de depot de placement du Quebec
Acquired Entities
Alter Moneta Corporation
Early Termination Notices

20070551: American European Group, Inc; Merchants Group, Inc.

… 20070551: American European Group, Inc; Merchants Group, Inc. HSR Early Termination Notice 20070551: American European Group, Inc; Merchants Group, Inc. 20070551 Merchants Group, Inc. Merchants Group, Inc. American …
Date
Acquiring Party
American European Group, Inc
Acquired Party
Merchants Group, Inc.
Acquired Entities
Merchants Group, Inc.
HSR Informal Interpretations

0701003 Informal Interpretation

… of the interests. FUND IIhas capital commitments, but not cash, of over $300 million. In addition, FUNDII owns 3 companies, which have total assets of approximately $148 … on its books as an asset inthe amount of $51 million. Its cash on hand and other assets are negligible.Netting these …
Date
Rule
801.1(b)
Agree.
Early Termination Notices

20070498: Odyssey Investment Partners Fund III, LP; DLJ Merchant Banking Partners III, L.P.

… 20070498: Odyssey Investment Partners Fund III, LP; DLJ Merchant Banking Partners III, L.P. HSR Early Termination … 20070498: Odyssey Investment Partners Fund III, LP; DLJ Merchant Banking Partners III, L.P. 20070498 WQP Holdings, Inc DLJ Merchant Banking Partners III, L.P. Odyssey Investment …
Date
Acquiring Party
Odyssey Investment Partners Fund III, LP
Acquired Party
DLJ Merchant Banking Partners III, L.P.
Acquired Entities
WQP Holdings, Inc
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