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HSR Informal Interpretations

0607024 Informal Interpretation

… by the Investors and each Co-Investor of cash to Newco and thedirect and indirect contribution' by … andunincorporated entities (collectively, the "Acquired Companies") thatare currently owned by a group of … Companies from the Seller in exchange for a combinationof cash and non-voting shares in the capital stock of one or …
Date
Rule
801.11(e)
Agree.
HSR Informal Interpretations

0607025 Informal Interpretation

… 4.The acquisition price clearlyincludes the $550,000 cash consideration. Rule 801.10(d) appears to suggestthat …
Date
Rule
801.10(d)
I informed him that according to 801.10(d), value the acquisition of non-corporate interests as you would voting securities. Do not include the debt guarantee in the valuation. M. Verne concurs.
HSR Informal Interpretations

0607027 Informal Interpretation

… 4.The acquisition price clearlyincludes the $550,000 cash consideration. Rule 801.10(d) appears to suggestthat …
Date
Rule
801.1(d)
The acquisition of non-corporate interests, value such interest in accordance with 801.10(d). Do not value the underlying assets held by the LLC. M. Verne concurs.
Early Termination Notices

20061460: Berkshire Fund, VII, L.P.; N.E.W. Customer Service Companies, Inc.

… 20061460: Berkshire Fund, VII, L.P.; N.E.W. Customer Service Companies, Inc. HSR Early Termination Notice 20061460: … Berkshire Fund, VII, L.P.; N.E.W. Customer Service Companies, Inc. 20061460 N.E.W. Customer Service Companies, Inc. N.E.W. Customer Service Companies, Inc. …
Date
Acquiring Party
Berkshire Fund, VII, L.P.
Acquired Party
N.E.W. Customer Service Companies, Inc.
Acquired Entities
N.E.W. Customer Service Companies, Inc.
HSR Informal Interpretations

0607020 Informal Interpretation

… the three funds reflects the fact that Newco holds cash (including theinitial $22.6 MM from the bank, but not … isbeing contributed to the formation, other than ABC, is cash. Evenif the value of Newco voting securities for one or … Thethree Funds will contribute a total of $24.2M in cash and will acquireapproximately 35.5 percent, 11 percent, …
Date
Rule
801.40, 802.4
Nancy (Ovuka) and I talked this through and agree that this probably isnt reportable, but using a different analysis. We believe that the two transactions you describe (formation of Newco and...
HSR Informal Interpretations

0607016 Informal Interpretation

… Seller Corp. Buyerintended to put up roughly $30 million in cash and finance the remaining $50million of the purchase … membershipinterests in Sub LLC in exchange for $30 million cash (the agreement willprovide that the cash consideration is to be $80 million less the …
Date
Rule
801.10(d)
Agree.
Early Termination Notices

20061438: Cash America International, Inc.; The Check Giant, LLC

… 20061438: Cash America International, Inc.; The Check Giant, LLC HSR Early Termination Notice 20061438: Cash America International, Inc.; The Check Giant, LLC 20061438 The Check Giant, LLC The Check Giant, LLC Cash America International, Inc. … 20061438: Cash America …
Date
Acquiring Party
Cash America International, Inc.
Acquired Party
The Check Giant, LLC
Acquired Entities
The Check Giant, LLC
HSR Informal Interpretations

0607012 Informal Interpretation

… Thethree Funds will contribute a total of $24.2M in cash and will acquireapproximately 35.5 percent, 11 percent, … voting securities of ABCI, valued at $23.7M, and an initial cash payment of $43.8M (subject to anescrow of 5 percent of … additional contingent payment in early 2007 ofup to $30M in cash and $2.5M in voting securities of ABC I, that depends …
Date
Rule
801.40
Nancy (Ovuka) and I talked this through and agree that this probably isn't reportable, but using a different analysis. We believe that the two transactions you describe (formation of Newco and...
HSR Informal Interpretations

0607008 Informal Interpretation

… Michael Subject: Question Mike I have a question for you. CompaniesA, B and C will contribute cash exceeding $226.8 million to a newco("Newco") for … Newco will be its own UPEand has no assets other than the cash contributed upon formation. Newco willmerge with and …
Date
Rule
801.2
Agree.
Early Termination Notices

20061096: Quantum Corporation; Advanced Digital Information Corporation

… 20061096: Quantum Corporation; Advanced Digital Information Corporation HSR Early Termination Notice 20061096: Quantum Corporation; Advanced Digital Information Corporation 20061096 Advanced Digital Information Corporation Advanced Digital …
Date
Acquiring Party
Quantum Corporation
Acquired Party
Advanced Digital Information Corporation
Acquired Entities
Advanced Digital Information Corporation
HSR Informal Interpretations

0606013 Informal Interpretation

… if there is a purchase price adjustment based on the cash asreflected on the balance sheet at closing so if there is substantial cash theacquisition price will go up to reflect the cash, does that change anything? As always many thanks. … …
Date
Rule
801.10
Yes - if the options are exercised they are voting securities, even if they will never vote. On your second issue, the purchase price adjustment would have to be taken into account. If there is a...
Cases and Proceedings

Williams Companies, The, Inc.

… Williams Companies, The, Inc. Williams Companies, The, Inc. Consent order permits the acquisition … to any new competing pipeline in the future. … Williams Companies, The, Inc. …

Consent order permits the acquisition of MAPCO, Inc. but requires Williams to lease its pipeline to Kinder Morgan Energy Partners, a terminal competitor of MAPCO, to ensure that Kinder Morgan can continue to exist as an independent competitor in the transportation and terminaling of propane in certain Midwest markets. Under terms of the consent order Williams agreed to connect its Wyoming gas processing plant to any new competing pipeline in the future.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
981 0076
Docket Number
C-3817
Early Termination Notices

20061310: JLL Partners Fund V, L.P.; Ace Cash Express, Inc.

… 20061310: JLL Partners Fund V, L.P.; Ace Cash Express, Inc. HSR Early Termination Notice 20061310: JLL Partners Fund V, L.P.; Ace Cash Express, Inc. 20061310 Ace Cash Express, Inc. Ace Cash Express, Inc. JLL Partners Fund …
Date
Acquiring Party
JLL Partners Fund V, L.P.
Acquired Party
Ace Cash Express, Inc.
Acquired Entities
Ace Cash Express, Inc.
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