Pasar al contenido principal

Refine your results

Filtros
Buscar
Include spaces in matter number if applicable. Ex.: 182 3125
Fecha
Displaying 1541 - 1560 of 2933
HSR Informal Interpretations

0606002 Informal Interpretation

… to the transactions described below of $90million, plus cash on hand (estimated at $4 million), less third party … <outbind://44/ # ftn1 > and approximately $21million in cash to a newly formed acquisition vehicle … of the Target will contribute $1-2 million in cash[2]<outbind:l/44/# Jtn2> to Acquisition Co. in exchange …
Date
Rule
801.10
Agree.
HSR Informal Interpretations

0606006 Informal Interpretation

… owned by B, a wholly owned subsidiary of C. Pursuant to a settlement agreement, B intends to swap its 50% ownership …
Date
Rule
15 USC 18a(c)(10) 7A(c)(10), 802.30
The only potentially reportable portion of this transaction is the acquisition by C of the 14% interest in HoldCo. The transfer by B of its 50% interest in ABC Co. is exempt under 802.30. The...
HSR Informal Interpretations

0605030 Informal Interpretation

… Subject: HSR question:applicability of 802.4 exemption for cash resulting in an acquisition of voting securities … a non-public issuer. Target holds at least $10 million incash, and the fair market value of its remaining assets (excluding the cash)would not exceed the reporting threshold of $56.7 …
Date
Rule
802.4
Agree.
HSR Informal Interpretations

0605029 Informal Interpretation

… to purchase all of X's holdings of the foreign issuerfor cash. The transaction will require HSR Act filings. I have … offer to acquire the outstanding 60%interest would receive cash tender offer treatment, even though there is onlyone … be reportable). Thusimmediately following completion of the cash tender offer acquisition, Bankwill hold 50% of the …
Date
Rule
803.10
2 & 3 Agree. Bank will have a 30 day waiting period.
HSR Informal Interpretations

0605021 Informal Interpretation

… of $56.7 million. All other participants arecontributing cash that will be used to purchase LLC3. Iunderstand that … person in the acquisition of LLC3) are its assets (includingcash contributed upon formation, total assets as reflected … the value of the minority LLC interest owned byLLC2) less cash to be used to acquire LLC3. Thank you. … 0605021 …
Date
Rule
801.11(e)
If the operating entity has a regularly prepared balance sheet, as your description implies, then 801.11(e) is not available to New LLC. See last sentence of first paragraph of Analysis in...
HSR Informal Interpretations

0605019 Informal Interpretation

… LLC in the caseof Holdings LLC and the contributed cash and borrowed money in the case ofAcquisition LLC. … sheet, such entity canexclude from its total assets all cash that is to be used in an acquisition ofassets, including borrowed cash. The examples relating to 801.11(e)specifically …
Date
Rule
801.11(e)
Agree.
Early Termination Notices

20060988: UBS AG; Piper Jaffray Companies

… 20060988: UBS AG; Piper Jaffray Companies HSR Early Termination Notice 20060988: UBS AG; Piper Jaffray Companies 20060988 Piper Jaffray & Co. Piper Jaffray Companies UBS AG … 20060988: UBS AG; Piper Jaffray Companies …
Date
Acquiring Party
UBS AG
Acquired Party
Piper Jaffray Companies
Acquired Entities
Piper Jaffray & Co.
HSR Informal Interpretations

0605011 Informal Interpretation

… agreement provides that the consideration is1) a stated cash amount plus or minus certain financial factors (indebtedness,net working capital deficit, cash of the acquired company, net working capitalsurplus, … a reasonable basis for estimating the adjustments in the cash price.The question on which we seek your guidance is …
Date
Rule
801.10
Agree.
HSR Informal Interpretations

0605008 Informal Interpretation

… immediately prior to the termination pursuant to acashless net exercise. At the time X acquired the warrant, Y …
Date
Rule
801.2
I don't think this changes my original conclusion. The holder of the warrants will either know that he is going to exercise them or that they will automatically be exercised at a date certain in the...
HSR Informal Interpretations

0605005 Informal Interpretation

… regularly preparedbalance sheet and has only $60 million in cash. FundI and II form NewCo, a corporation. Fund I contributes $40 million in cash fora minority interest. Fund II contributes $60 million in cash for a majorityinterest. NewCo is therefore a partial …
Date
Rule
801.21, 801.40
refer to MV Comments below.
HSR Informal Interpretations

0605002 Informal Interpretation

… all events, theacquiring person is one or more newly-formed companies with identicalshareholder, each of which is its … in Section 6(b) hereof. Twoor more newly-formed holding companies which are each owned by theshareholders, and in …
Date
If the two holding company structure is used, each would have to file notification. N Ovuka concurs.
Cases and Proceedings

Valassis Communications, Inc., In the Matter of

… its only rival, to eliminate competition between the two companies. During a conference call with industry analysts, … prices in order to end an ongoing price war between the two companies. … Valassis Communications, Inc., In the Matter of …

Valassis, a leading producer of free-standing newspaper inserts in the United States, has settled charges that it violated Section 5 of the FTC Act by attempting to collude with News America Marketing, its only rival, to eliminate competition between the two companies. During a conference call with industry analysts, a Valassis executive invited NewsAmerica to join in a scheme to allocate customers and fix prices in order to end an ongoing price war between the two companies. Under the consent order settling the FTC’s complaint, Valassis is barred from engaging in or inviting collusive agreements with other publishers or attempting to collude with its competitors.

Type of Action
Administrative
Last Updated
FTC Matter/File Number
0510008
Docket Number
C-4160
Cases and Proceedings

Procter & Gamble Company and The Gillette Company, In the Matter of

… products manufacturer The Gillette Company, provided the companies divest: 1) Gillette’s Rembrandt at-home teeth …
The consent order permitted The Procter & Gamble Company’s acquisition of rival consumer products manufacturer The Gillette Company, provided the companies divest: 1) Gillette’s Rembrandt at-home teeth whitening business; 2) P&G’s Crest SpinBrush battery-powered and rechargeable toothbrush business; and 3) Gillette’s Right Guard men’s antiperspirant deodorant business. In addition, P&G must amend its joint venture agreement with Philips Oral Health Care, Inc. regarding the Crest Sonicare IntelliClean System rechargeable toothbrush to allow Philips to independently market and sell rechargeable toothbrushes.
Type of Action
Administrative
Last Updated
FTC Matter/File Number
0510115
Docket Number
C-4151
HSR Informal Interpretations

0604015 Informal Interpretation

… or indirectly, separate, single purpose limited liability companiesand limited partnerships whose sole asset in each … single purpose limitedpartnerships and limited liability companies, or any other assets. Eachseparate, single purpose … partnership and limited liability company, other thancash held in the form of deposits from residents. The …
Date
Rule
802.2
Agree. M Verne concurs.
Displaying 1541 - 1560 of 2933
Return to top