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HSR Informal Interpretations

9201003 Informal Interpretation

… sheet, you will see that the sum of the Cash and temporary investments, restricted and the restricted amount set forth … financial statements explains that the restricted temporary investments are maintained in fiduciary accounts. The … you can see, at December 31, 1991, the Cash and temporary investments, restricted is $11,947,644, and the …
Date
Rule
801.11
May exclude restricted cash from balance sheet. FN 4 which restricts use of cash as part of balance sheet. Use of cash is limited to interest earned. Therefore all cash listed is not an asset of the...
HSR Informal Interpretations

9201005 Informal Interpretation

… that the value of a minority interest in a real estate investment is always substantially less (by a factor of 25% … to participate in, or to control, the management of the investment. Finally, even if (redacted)s estimate that the …
Date
Rule
801.10(c)(3)
If partnership has made a good faith determination under 801.10(c)(3) that the fair market value of the interest it will acquire in the real property is less than$15MM, then no filing is required...
HSR Informal Interpretations

9112011 Informal Interpretation

… which is in bankruptcy and is liquidating its entire investment portfolio, including its beneficial interest in …
Date
Rule
801.21
Title (and other indicia of beneficial ownership) will remain w/ trust. Only cash equivalent (right to receive income stream) is being purchased. Payment for such is excluded from size-of-transaction...
HSR Informal Interpretations

9111018 Informal Interpretation

… I informed you in substance as follows. Our client is an investment fund (the Fund) which seeks to enter into the …
Date
Rule
801.40
This transaction is a formation of a partnership not a corporation - - not reportable. 7-31-78 SBP at 33485. Contacted (redacted); not reportable. PS. RS concurs, but notes minor flaws in letter.
HSR Informal Interpretations

9110013 Informal Interpretation

… make the subject acquisition solely for the purpose of investment. Near the conclusion of our conversation, you had … do banks, banking associations, trust companies, investment companies and insurance companies acquire voting …
Date
Rule
802.63
10/23/91 Per J/Ss request, called (redacted). He advised that B was not acompetitor of A, the insurance company. I advised that A appeared to be acreditor of B and, as such, in a bona fide debt...
HSR Informal Interpretations

9110010 Informal Interpretation

… partnership. To date, the Partnership has made one equity investment in a portfolio company in an amount of … 54% of the capital required to make this equity investment. As a result, Partner X is entitled to … 54% of the profits of the Partnership from such investment, 1 and upon liquidation of the Partnership, would …
Date
Rule
801.1(b)
10/15/91 - Told writer that X would control because meets definition of control at the time of consummation, despite the fact that after consummation, it would no longer have 50% interest.
HSR Informal Interpretations

9109009 Informal Interpretation

… with the (redacted) would not be considered solely for investment purposes and therefore would not be entitled to … that the Stock Acquisition was not being solely for investment purposes. Pursuant to our conversations on … that the Stock Acquisition comes withing the solely for investment purposes exemption under Section 7A(c)(9) of the …
Date
Rule
802.9; 7A(c)(9)
10/2/91 Called (redacted) points support the acquiring persons intent. FTC or DOJ may still investigate to determine actual intent [note 1-the conclusion the acquiring person not the staffs conclusion...
HSR Informal Interpretations

9109006 Informal Interpretation

… of the SPC would also receive a return on a small equity investment in the SPC. [note 4]             2. Purchase and …
Date
Rule
802.63; 7A(c)(1); 7A(c)(12)
Your letter is too vague. It should be fact specific. I need more details in order to give a definitive answer. Discussed comments about this letter with (redacted) on 9/26/91 [note 1- Premerger...
HSR Informal Interpretations

9109004 Informal Interpretation

… shares in Company A will be offered to the public through investment bankers. That offering is scheduled to occur …
Date
Rule
801.1(f); 802.31
9/13/91-Advised (redacted) that letter had been reviewed by PMN staff and it was in agreement that Company Bs agreement with X did not pass beneficial ownership of the 13% of As voting stock to B...
HSR Informal Interpretations

9109003 Informal Interpretation

… Act due to the fact that such acquisition was solely for investment purposes. Subsequent to filing the H-S-R Notice … the Buyer by the Seller would not be considered “solely for investment purposes” because the Buyer and (redacted) are … of stock in the buyer fits squarely within the “solely for investment purposes” except Section 7A(c)(9) of the Act. A. …
Date
Rule
802.9
None noted
HSR Informal Interpretations

9106001 Informal Interpretation

… on the applicability of the “solely for the purpose of investment” exemption under the Hart-Scott-Rodino Antitrust … from an issuer may claim the “solely for the purpose of investment” exemption where his intent upon acquisition is … or control over the company’s activities. They were an investment that entitled Investor I to share in the profits …
Date
Rule
802.9; 7A(c)(9)
7/2/91-Called (redacted) and advised that, in our view, an officer or director who takes stock in the company which employs him cannot avail himself of 802.9 if the stock value held will exceed $15 MM...
HSR Informal Interpretations

9107008 Informal Interpretation

… million assets) located in the United States (other than investment assets). Section 802.51(c) does not say whether …
Date
Rule
801.10; 802.51(c)
Called on 7/22 Advised that under §802.51(c) it is the transaction size or in this case, the consideration or fair market value, the governs the applicability of this exemption.
HSR Informal Interpretations

9102001 Informal Interpretation

… transaction in which the purchaser/lessor is a real estate investment trust (herein, the (redacted) which is in the … intends to be and to remain qualified as a real estate investment trust under the Internal Revenue Code. As you are … under the Internal Revenue Code as a real estate investment trust imposes certain limitations on the sources …
Date
Rule
7A(c)1)
None noted
HSR Informal Interpretations

9011003 Informal Interpretation

… firm engaged in the analysis and valuation of investment real estate, which sets forth a detailed analysis …
Date
Rule
802.1(b)
11/7/90 Discussed with J.M. Sipple. Advise our view is that sale of fee interest in realproperty, from which lease payments are derived as a result of building on such property, isexempt under 802.1(b...
Displaying 1741 - 1760 of 1860
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