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HSR Informal Interpretations

9508003 Informal Interpretation

… each of which essentially constitutes rights to receive cash presently or at some future date. A portion of the Book … Yes 2. Are the Book Assets essentially equivalent to cash positions, and hence investment assets within the …
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

9507001 Informal Interpretation

… for tax purposes , the Corporation’s books, accounts and cash distribution methods will remain the same. 1 …
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...
HSR Informal Interpretations

9506012 Informal Interpretation

… was whether Company Bs acquisition of Company C, after Companies A and B had filed but before A/B had close, would … have any impact on the A/B HSR filing. You advised us that Companies A and B would not be required to refile if Company … the A/B transaction closed. However, you suggested that Companies A and B might want to indicate in their filing the …
Date
Rule
803.7
Called (redacted) 6-29-95. I agree with the content of the letter. A fee is required in second scenario. RS concurs. Note #1 - Correct with A as the UPE of B now acquiring C. Note #2 - Fee is required...
HSR Informal Interpretations

9506005 Informal Interpretation

… the field of use. The result was that each of the two companies now held non-exclusive rights within the field of …
Date
Rule
801.2
6/29/95 - Called writer’s office and advise that a filing must be made for A’s purchase of non-exclusive patent rights held by B. A is eliminating only competitor and, even though acquiring a non...
HSR Informal Interpretations

9506001 Informal Interpretation

… of ($14,975,000 - 20% - exempt under 802.20) payable in cash. B does not at present anticipate any additional … preferred stock; a filing will, however, be required in advance of the subsequent conversion. The shareholders …
Date
Rule
802.1
Called (redacted) 6/21/95 left voice mail. Called again 6/28/95. I concur with conclusions Revised letter received 6/27/95 left voice mail. I concur with conclusions. Except #1 on page 2 is in error...
HSR Informal Interpretations

9501009 Informal Interpretation

… and commit to contributing an additional $15 million in cash over the next twelve months. The other founding member, Company B. will contribute $5 million in cash at formation and commit to contributing an additional …
Date
Rule
801.40 (LLC)
6/7/95-Advised writer that his conclusion was correct that the function of the subject LLC would not be reportable under 801.40 of the HSR rules.
HSR Informal Interpretations

9505011 Informal Interpretation

… less than $100 million. A will contribute $15 million in cash to Newco in exchange for its approximately 49.5% of the … paid by Newco consists of the following: (a) $30 million in cash; (b) approximately $40 million in the aggregate of …
Date
Rule
801.40; 801.10(a)(2)
5/24/95. Advised writer the B must make a good faith determination of its pledge, which I concluded was part of the acquisition price for Newcos non-publicly traded voting stock. If such estimate...
HSR Informal Interpretations

9505008 Informal Interpretation

… authorized under the laws of most states. Limited liability companies are taxed as partnerships and reflect most of the … 801.1(a)(3)), will create a joint venture by contributing cash and assets to the new entity. The new entity (the LLC) … other contributor, Member B is contributing $15 Million in cash to the LLC and paying $5 Million directly to Member A. …
Date
Rule
801.40
5/19/95 Called the writer to say that we agree with his analysis with two exceptions -An LLC is considered analogous to a partnership if one or more members manage it through their directors, officers...
HSR Informal Interpretations

9505004 Informal Interpretation

… rights is based upon managements assessment of the firms cash requirements, debt-to-equity ratio and other …
Date
Rule
7A(c)(1)
5/9/95 - The writer confirmed that the Seller has not organized the mortgage rights being sold here into any sort of a division or divisional concept. I advised that the sale would be exempt from HSR...
HSR Informal Interpretations

9505016 Informal Interpretation

… provide that the merger is to be effectuated through a non-cash tender offer. The parties wish to make premerger … the agreement or letter of intent, which would be well in advance of the public announcement. Section 803.5(a)(2) …
Date
Rule
803.5; 801.3
A consensual agreement between two UPEs to merge their companies based upon awritten agreement, letter of intent, etc., is a non-801.30 transaction for which both sidesmay file their premerger report...
HSR Informal Interpretations

9503019 Informal Interpretation

… transaction or to discuss the matter further. Thank you in advance for your attention to this request. Very truly …
Date
Rule
801.10(a)(2)(i)
3/31/95-Advised writer that assuming no 801.90 issue, the $1,000 price for the (redacted) 20% of the voting stock (which has no economic rights and 80% of which is held by one other person) appears to...
HSR Informal Interpretations

9503016 Informal Interpretation

… Thomas F. Hancock March 16, 1995 9503016 (Attachment) Companies A, B, and C plan to organize a joint venture in … vehicle for acquiring the stock of company D pursuant to a cash tender offer to be commenced prior to the LLCs … capital and receive a 48% membership interest in the LLC; companies B and C, each of which indirectly owns 50% of …
Date
3/17/95 I verified that this messaging member of the LLC would be responsible for its day-to-day operations. On the basis (illegible) told (redacted) (illegible) the formation of the (illegible) of...
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