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HSR Informal Interpretations

9211005 Informal Interpretation

… Acquisitions of Income-Producing Real Estate by Real Estate Investment Trusts and 18a(c)(9) Exemption for Acquisitions of Voting Securities as a Passive Investment Dear Mr. Smith: As we discussed in our previous …
Date
Rule
7A(c)(9); 802.9
11/18/92 - spoke to [redacted]. Advised that assuming [redacted] would be taking more than $15 MM in the Company's stock, it appears that evidence has been presented to support the conclusion that...
HSR Informal Interpretations

9211004 Informal Interpretation

… the beneficial owner of the stock. X purchases and sells investments and securities for the benefit of its clients, …
Date
Rule
801.10(c)(2)
Called [redacted]. It appears that $18 mm in assumed liabilities will remain after covering written premiums, and, therefore, is acquisition price. RS and PS concur.
HSR Informal Interpretations

9211001 Informal Interpretation

… Acquisitions of Income-Producing Real Estate by Real Estate Investment Trusts Dear Mr. Smith: We represent a relatively … taken the position that a bona fide existing real estate investment trust (REIT) that operates in conformity with the …
Date
Rule
7A(c)(1)
11/9/92 Advised [redacted] by phone that the letter accurately reflected the present position of the PNO regarding purchases by REITS and that the proposed transaction would be exempt under 7A(c)(1)...
HSR Informal Interpretations

9211002 Informal Interpretation

… reserves, operations by lines of business and schedules of investments held. Similarly, the Federal Reservess annual …
Date
Rule
Item 4(b) of the Form
Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...
HSR Informal Interpretations

9209010 Informal Interpretation

… the warehouse to distribute (redacted) but only after an investment, over and above the acquisition price, of …
Date
Rule
802.1, 801.1(b), 801.1(c)
I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...
HSR Informal Interpretations

9208007 Informal Interpretation

… Improvements Act of 1976 (the HSR Act). 1. Investment Advisor/Manager is general partner of each of … I, Partnership II and Partnership III and is the investment advisor and manager to each of these partnerships. Investment Advisor/Manager also advises and manages a …
Date
Rule
801.1(c)
The Investment Advisor/Manager is the general partner of the three partnerships. Pursuant to the partnership agreements, the General Partner has what appears to be certain indicia of beneficial...
HSR Informal Interpretations

9208002 Informal Interpretation

… alia, U.S. and foreign broker-dealers, U.S. and foreign investment advisors, foreign investment companies and a foreign insurance company, as … with respect to acquisitions made solely for the purpose of investment and in the ordinary course of Company X’s …
Date
Rule
802.64
8/19/92. Based on the fact scenario set forth in this letter, and the assumed correctness of the legal research, I advised (redacted) that John Sipple and I were of the view that Company X could...
HSR Informal Interpretations

9208003 Informal Interpretation

… was formed solely to purchase and hold the (redacted) for investment purposes. The ownership of each (redacted) is … are typical “financial” leases, i.e., the owner/lessor is a passive investor and the lessee retains complete control …
Date
Rule
7A(c)(1); 802.50
None
HSR Informal Interpretations

9207005 Informal Interpretation

… a company subject to the requirements of the Real Estate Investment Trust Act of 1950, as amended (i.e., a REIT) …
Date
Rule
7A(c)(1)
1) the “continuum theory” does not apply because of the potential time gap in the acquisition by the intermediary 2) Is the intermediary acting as an agent? 3) This is not the view of the Federal...
HSR Informal Interpretations

9207012 Informal Interpretation

… filing requirement under th Hart-Scott-Rodino Act. A is an investment advisor and manager to and general partner of B, … not hold the stock of Y. A is acting as an agent.] As the investment advisor and manager, A will have the power to …
Date
Rule
801.1(c)(1)
Included within letter
HSR Informal Interpretations

9206005 Informal Interpretation

… taken the position that a bona fide existing real estate investment trust (REIT) that operates in conformity with the …
Date
Rule
7A(c)(1)
6/18/92 Advised (redacted) that his letter accurately reflects the present view of the PMN Office regarding real estate purchases by REITs governed by the applicable IRS regulations.
HSR Informal Interpretations

9204002 Informal Interpretation

… as acquisitions "made solely for the purpose of investment" under 15 U.S.C. 18a(c)(9) and 16 C.F.R. 802.9, … received from your office was that X would qualify for the investment exemption but that the issue was closer with … there does not appear to be precedent construing the investment exemption under the HSR Act, courts have …
Date
Rule
802.9
Y is only an employee and not in management.
HSR Informal Interpretations

9204013 Informal Interpretation

… six stages, as follows: (1)To return to C the amount of its investment, which is the amount of its loans to (redacted) … amount of the Notes; (3)To return to B the amount of its investment contributed as capital to (redacted); (4)To pay B … contributed capital; (5)To return to A the amount of its investment contributed as capital to (redacted); …
Date
Rule
801.1(b)
Assuming that no person has control of the subject partnership based upon the distribution of assets upon dissolution, where a creditor has its notes repaid any subsequent distributions to this former...
HSR Informal Interpretations

9203006 Informal Interpretation

… two public money market funds X and Y registered under the Investment Company Act of 1940. In a tax free …
Date
Rule
802.64
I concur, but caution that secondary acquisitions aggregated with current X minority holdings may take them out of the 802.64 exemption for certain secondary acquisitions. Called (redacted) 3-17-92...
HSR Informal Interpretations

9203012 Informal Interpretation

… of a Delaware corporation (the Issuer). Corporation As sole investment is this interest in the Issuer, but its ultimate parent entity is an individual with investments in several enterprises. Neither Corporation A …
Date
Rule
802.63(a)
Called on 3/31 to confirm that the letter reflects the advice provided. In an early conversation I explained that 802.63 was applicable even though A did not regularly lend money since the loan was...
HSR Informal Interpretations

9201002 Informal Interpretation

… of voting securities must be solely for the purpose of investment. In the July 31, 1978 Statement of Basis and … the issuers voting securities solely for the purpose of investment. See the Release at 33,465. On behalf of the … that the Companys investment in (redacted) was completely passive in nature and, in fact, lasted less than 24 hours. …
Date
Rule
802.9
A competitors acquisition of voting stock of another competitor is inconsistent with holding the v/s as a passive investor. An exemption is determined at the time of filing.
Displaying 1721 - 1740 of 1860
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