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HSR Informal Interpretations

9510009 Informal Interpretation

… than $10 million, but less than $25 million. Counting investment assets, voting securities, income producing …
Date
Rule
801.40; 801.2(d)
10/27/95 - talked with writer. As to l., the joint formation seems to be in connection with a subsequent merger. (Also, forming persons are not $10MM in size and thus not reportable under 801.40). As...
HSR Informal Interpretations

9509010 Informal Interpretation

… a company subject to the requirements of the Real Estate Investment Trust Act of 1960, as amended, proposes acquiring …
Date
Rule
802.1; 7A(c)(1)
Does Intermediary get beneficial ownership at any time? No Intermediary is not acquiring anything. The acquisition by purchaser (a REIT) is exempt under 802.1 or C-1. Talked to (redacted) 9/22/95
HSR Informal Interpretations

9509005 Informal Interpretation

… my question on whether the merger of two Real Estate Investment Trusts (REITs) is exempt from the reporting … earlier today. Our client, (redacted) real estate investment trust (the Trust), currently taxed pursuant to the real estate investment trust (REIT) provisions of sections 856 et seq. …
Date
Rule
7A(c)(1)
confirmed on Sept. 14, 1995 (by phone)
HSR Informal Interpretations

9507010 Informal Interpretation

… amount of cash. The client has derived no income from its investment in Corporation A or any other activity. The only …
Date
Rule
801.11(c)(2)
8/2/95 - Called writer and advised that it was the view of the PNO Office that the balance sheet prepared by the partnership for submission with its yearly federal tax filing was a regularly prepared...
HSR Informal Interpretations

9508002 Informal Interpretation

… is bona fide; (2) Company A will retain a substantial investment in JVP, equal to $40 million (again, assuming a …
Date
Rule
801.10
Payment made to contributing person is an equalization payment under facts presented. Bhas not made a reportable acquisition. Note also (redacted) B has not made a reportablethat if B acquires 20%...
HSR Informal Interpretations

9508003 Informal Interpretation

… which holds assets located in the United States (other than investment assets, voting or nonvoting securities of another … Assets essentially equivalent to cash positions, and hence investment assets within the meaning of Rule 801.1(i)(2) …
Date
Rule
802.51(b)(l) & 801.1(i)(2)
Since the U.S. assets are liquid assets, that is cash or cash equivalents, then the assets are considered investment assets noted in Section 802.51(b)(1) and the transaction is exempt. RS - concurs -...
HSR Informal Interpretations

9507007 Informal Interpretation

… of Third Party Common Stock solely for the purpose of investment and satisfies the conditions to such exemption …
Date
Rule
801.1(c)(1)
7/31/95 - Advised writer that it was the view of the PNO office that Companys purchase of Third Party's voting stock and distribution to its shareholder was required by the MergerAgreement and, as...
HSR Informal Interpretations

9507003 Informal Interpretation

… shall be based upon gross revenues not the capital investment.                         (2)       (redacted) is …
Date
Rule
802.41; 801.41; 801.1(c)
7/12/95 - Called writer’s assistant and advised that I agreed with conclusion that the fact situation described did not require any HSR filing.
HSR Informal Interpretations

9507001 Informal Interpretation

… from which our issue arises is as follows:   A real estate investment trust (the “Trust”), currently taxed pursuant to the real estate investment trust (“REIT”) provisions of sections 856 et seq. …
Date
Rule
7A(c)(1); 7A(c)(10); 802.30; 802.10; 802.1
The incorporation of a trust and issuance of voting securities to the former trust certificate holders is not exempt under 7A(c)(10) and therefore, may give rise to a reportable transaction. A trust...
Advisory Opinions

Opinion 95-6

… the "required payment" coverage element and the "minimum investment" exclusion from the Rule's disclosure obligation. …
Date
Applicability of the Franchise Rule to a sub-agency licensing arrangement for cellular phone services. Discusses the "required payment" coverage element and the "minimum investment" exclusion from the...
HSR Informal Interpretations

9505005 Informal Interpretation

… $13,300,000               i.         Warehouse and Investment Loans ..................... $10,000,000 … price will be attributable to “warehouse loans” and “investment loans.” Warehouse loans are those mortgage loans … to be in existence on the closing date.             Investment Loans are loans made by (redacted) that it holds …
Date
Rule
7A(c)(2)
17 May 95 called writer: When Mortgages are subtracted this is only a $13MM sale.
HSR Informal Interpretations

9505003 Informal Interpretation

… The proposed transaction involves the sale by a private investment trust of a small (redacted) in Florida to a … of REITS with respect to the realty purchased, making them passive investors. Pension funds, like REITS, operate under … pension funds in terms of the degree of restriction and the passive nature of the investment is that pension funds …
Date
Rule
802.5
No comment
HSR Informal Interpretations

9504005 Informal Interpretation

… fell within the exemption in 802.63(a). A Mutual Fund, an investment company registered under the Investment Company Act which is a high yield bond fund (the … and some other mutual funds that are managed by the same investment company own, collectively, approximately 32% of …
Date
Rule
802.63
Call (redacted) 4-24-95. We concur with this letter including notes in the margin. Since the acquiring person is a bonafide debt work out, Section 802.63 can apply to this transaction. PS RS VC TH
HSR Informal Interpretations

9504007 Informal Interpretation

… 16 C.F.R. § 802.9. First, as specified in the “solely for investment purposes” exemption, A’s holdings in Company B … of the parties to limit A’s role in Company B to that of a passive investor. Finally, you agreed that A’s appointment …
Date
Rule
802.4
No Comments
HSR Informal Interpretations

9503024 Informal Interpretation

… question essentially the merger of two existing real estate investment trusts (REITs). REIT A is a publicly traded …
Date
Rule
7A(c)(1)[REIT]
3/28/95-Called writer and advised that (illegible) REIT was acquiring person (and (illegible)) for both (illegible) REIT and its controlled partnership, the 7A(c)(1) exemption would apply and no HSR...
HSR Informal Interpretations

9503021 Informal Interpretation

… June 30, 1994 were primarily derived from gifts, grants, investment income, funds raised by affiliated organizations …
Date
Rule
None noted
3/24/95 Advised writer that, based on facts in this letter, no HSR report is required. The (redacted) is a (redacted) state agency and more of the individual (illegible) it controls meets the $100MM...
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