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0602027 Informal Interpretation

… accurately summarized the advice you gave me. Manythanks in advance for your kind help on this. I can be reached at …

Date

21 de Feb de 2006

Rule

801.10

Agree.

Original Image File (50.1 KB)

HSR Informal Interpretations

0602017 Informal Interpretation

… not sure I understand. Contracts are assets. Are these cashequivalents?) … 0602017 Informal Interpretation …

Date

14 de Feb de 2006

Rule

15USC18a(c)(2) 7A(c)(2), 802.5

Refer to comments below.

Original Image File (36.9 KB)

HSR Informal Interpretations

0602018 Informal Interpretation

… B is its own UPE and has no revenues or assets other than cash fromA to be used to acquire Target's voting securities. …

Date

14 de Feb de 2006

Rule

802.4

of-person test. 2) B is issuing all of its own voting securities to members of management of Target? Presumably, no one person is acquiring a reportable amount of B voting securities. 3) A's...

Original Image File (45.32 KB)

Early Termination Notices

20060609: Central Garden & Pet Company; Charles B. Duff

… Garden & Pet Company; Charles B. Duff 20060609 Farnam Companies, Inc. Farnam Realty, Inc. Charles B. Duff Central …

Date

10 de Feb de 2006

Acquiring Party

Central Garden & Pet Company

Acquired Party

Charles B. Duff

Acquired Entities

Farnam Companies, Inc.

Farnam Realty, Inc.

Early Termination Notices

20060483: U.S. Bancorp; First Horizon National Corporation

Date

9 de Feb de 2006

Acquiring Party

U.S. Bancorp

Acquired Party

First Horizon National Corporation

Acquired Entities

First Horizon Merchant Services, Inc.

Global Card Services, Inc.

HSR Informal Interpretations

0602010 Informal Interpretation

Date

8 de Feb de 2006

Rule

801.13, 801.4

1) Yes. 2) No But if their underlying assets do not have sufficient nexus with the US, their fair market value would not count. 3) If they are not controlled by target, they are separate transactions.

Original Image File (47.77 KB)

Early Termination Notices

20060586: Knight Capital Gorup, Inc.; FX Investment Settlement

Date

6 de Feb de 2006

Acquiring Party

Knight Capital Gorup, Inc.

Acquired Party

FX Investment Settlement

Acquired Entities

Hotspot FX, Inc.

HSR Informal Interpretations

0602006 Informal Interpretation

… C. Individual D has aproxy to vote Company A's shares in Companies B and C. Company A also ownsconvertible nonvoting … D's Corp owns approximately 44% of the votingsecurities of Companies B and C. D's Corp has no other assets. Company … 44% ofthe voting securities, make Individual C the UPE of Companies B and C such thatthe reportable event is Company …

Date

3 de Feb de 2006

Rule

801.2, 801.4

The primary acquisition of Ds v/s by A is exempt. Secondary acquisition of v/s of B & C are potentially reportable.

Original Image File (43.83 KB)

HSR Informal Interpretations

0602004 Informal Interpretation

… in Y will be the votingsecurities of Target plus some cash for expenses. All other assets will beremoved. The …

Date

1 de Feb de 2006

Rule

802.4

I agree that no separate filings would be required for the acquisitions of the corporations that have minority holdings in the target corp. Those acquisitions would be exempt under 802.4 and the...

Original Image File (46.1 KB)

HSR Informal Interpretations

0601025 Informal Interpretation

… All of the assets of Company X and ofCompany Y consist of cash, money market funds, and voting and …

Date

27 de Ene de 2006

Rule

802.4

The acquisition of Y by X is exempt under 802.4. Because none of the minority holdings of Y exceed $53.1 MM in value, there are no potentially reportable secondary acquisitions either. The acquisition...

Original Image File (41.19 KB)

HSR Informal Interpretations

0601026 Informal Interpretation

… it will (i) cancelthe options and pay the option holders cash, (ii) cancel the other non-votingsecurities and pay the holders cash and (iii) pay the holders of the votingsecurities cash. In determining the acquisition price do you include …

Date

27 de Ene de 2006

Rule

801.10

No.

Original Image File (29.45 KB)

HSR Informal Interpretations

0601027 Informal Interpretation

… potential insurance proceeds arguably are theequivalent of cash and thus qualify as exempt assets. Please let me know …

Date

27 de Ene de 2006

Rule

802.2(c)

Agree.

Original Image File (62.21 KB)

HSR Informal Interpretations

0601021 Informal Interpretation

… the acquisition by P of all securities of two pre-existingcompanies, G and S, from common shareholders, none of whom … the value of the votingsecurities of each of the two companies to be acquired by P is less than $50million, as …

Date

26 de Ene de 2006

Rule

801.1(b), 802.30

Agree. N Ovuka concurs.

Original Image File (144.88 KB)

HSR Informal Interpretations

0601018 Informal Interpretation

… to appoint or remove directors to the boards of Investee Companies(subject always to the provisions of clause 6(e)); …

Date

25 de Ene de 2006

Rule

801.1(b)

Id be inclined to say that it is within the normal duties of the GP.

Original Image File (72.09 KB)

HSR Informal Interpretations

0601012 Informal Interpretation

… licenses tocommercialize the resulting products. The two companies will cooperate todevelop a plan and budget for … research and developmentefforts starting with an initial cash payment at the time of signing, but withthe bulk of its …

Date

13 de Ene de 2006

Rule

801.2

Agree.

Original Image File (139.61 KB)

HSR Informal Interpretations

0601013 Informal Interpretation

… financial difficulties but was turnedaround or infused with cash by Z. Beginning in September 2004, X beganacquiring … 2005, X first learned thatZ was unlikely to provide cash for a turnaround. Then in October/November 2005,Y and …

Date

13 de Ene de 2006

Rule

802.63

Agree.

Original Image File (54.94 KB)

Early Termination Notices

20060458: Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc.

… Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc. HSR Early Termination Notice 20060458: … Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc. 20060458 Sedgwick CMS Holdings, Inc. Marsh & McLennan Companies, Inc. Fidelity National Financial, Inc. … …

Date

13 de Ene de 2006

Acquiring Party

Fidelity National Financial, Inc.

Acquired Party

Marsh & McLennan Companies, Inc.

Acquired Entities

Sedgwick CMS Holdings, Inc.

HSR Informal Interpretations

0601006 Informal Interpretation

… described in the LOI was a specific amount of cash in excess of$53.1 million plus certain "commitments" by …

Date

11 de Ene de 2006

Rule

801.10, 802.1

Agree. M Verne concurs.

Original Image File (55.99 KB)

HSR Informal Interpretations

0601008 Informal Interpretation

… this email correctly memorializesthe analysis. Thanks in advance - … 0601008 Informal Interpretation …

Date

9 de Ene de 2006

Rule

802.2(c)

Agree.

Original Image File (26.43 KB)

Amicus Briefs

Chavez v. Netflix, Inc.

… v. Netflix, Inc. In this amicus brief opposing a proposed settlement of a class action by Netflix customers, the Commission raises two concerns. First, because the settlement involves limited-time free service or service …

Date

5 de Ene de 2006

Citation Number

CGC-04-434884

In this amicus brief opposing a proposed settlement of a class action by Netflix customers, the Commission raises two concerns. First, because the settlement involves limited-time free service or...

Chavez v. Netflix, Inc. (1.05 MB)

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