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HSR Informal Interpretations

9210004 Informal Interpretation

… Notification Rules to the Formation of Limited Liability Companies Dear Victor: Following up on our recent telephone … Notification Offices treatment of limited liability companies, and the application of these views to a fact … the Premerger Notification Office views limited liability companies as tantamount to corporations. More specifically, …
Date
Rule
801.40
For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...
HSR Informal Interpretations

9210009 Informal Interpretation

… its 100% voting share-interest in X Corp. and related companies (X) which is to be reorganized in bankruptcy. (The …
Date
Rule
801.1(c)(1)
Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...
HSR Informal Interpretations

9209005 Informal Interpretation

… assets, that price should include all other non-cash consideration (redacted) pays. This would include …
Date
Rule
801.1(b)
Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...
HSR Informal Interpretations

9209003 Informal Interpretation

… fiscal year. The above processing arrangement between Companies B and C was entered into for legitimate business … reasons and predated any acquisition discussions between Companies A and B. In addition Companies A and B are not competitors. There is no …
Date
Rule
801.11(c)
Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.
HSR Informal Interpretations

9208002 Informal Interpretation

… U.S. and foreign investment advisors, foreign investment companies and a foreign insurance company, as well as other … in the same manner and to the same extent that bank holding companies are subject to such provisions. 1 … with the same standards applicable to domestic bank holding companies.” Id. at 15. The purpose of the FBSEA was to …
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

… to the Staff’s analysis of Rule 802.50, both (redacted) companies (the lessee and the sublessee, are U.S. …             (Redacted) and I represent one of two U.S. companies that intend to form a general partnership … and general partnership interests in Partnership A. The two companies will each own 50% of Partnership B and both are …
Date
Rule
7A(c)(1); 802.50
None
HSR Informal Interpretations

9208012 Informal Interpretation

… more of Partnership As assets upon dissolution. 1. Twelve companies (Company 1 through Company 12) each own a minority … general partnership interest in Partnership A. These twelve companies together own 100% of the interests in Partnership … in Partnership A is the sole asset of each of these companies. 2. Company A intends to enter into asset purchase …
Date
Rule
801.1(f)
As long as Co. A acquires the Partnership interests together; if Co. A acquires them one a ta time then Co. A may become the UPE of Part.; then acquisition of final Part. interest will be reportable...
HSR Informal Interpretations

9207006 Informal Interpretation

… Premerger Notification Practice Manual, life insurance companies should refer to the “total net premiums written” …
Date
Rule
801.11(a), 802.20
Called (redacted) 7-15-92; I disagree - not exempt under 802.20(b) - you “live or die” by your last annual income statement; Richard Smith concurs
HSR Informal Interpretations

9207013 Informal Interpretation

… (S) for the following consideration: (a)$1,000,000 in cash to be paid by A to S at closing; (b)Contingent earn-out … T will issue and distribute to S prior to the closing cash, accounts receivable and (if necessary) a promissory … since A did not want to pay more than $1 million cash at closing. As business justification for not wanting …
Date
Rule
801.10
None
HSR Informal Interpretations

9207014 Informal Interpretation

… recapitalization will involve the distribution solely of cash and accounts receivables. The result is achieved by taking cash that would have been used by the target corporation (T) … of the selling corporation (S) and distributing this cash, rather than a promissory note, in the …
Date
Rule
802.20; 7A(a)(3)
None
HSR Informal Interpretations

9206003 Informal Interpretation

… shareholder. (Redacted) is acquiring assets consisting of cash and portfolio securities of (redacted) (consisting of … premerger notification requirements of the Act because the cash and portfolio securities are not considered assets as … 18a(a)(3). Thus, since (redacted) assets consist solely of cash and portfolio securities, the transaction will not …
Date
Rule
801.21
Debt securities are not assets
Advocacy Filings

FTC Staff Comment to the Hon. Patrick Johnston Concerning S.B. 1986 to Limit the Ability of Health Insurance Companies to Arrange Pharmacy Services through Contracts with Non-Resident Pharmacy Firms

… S.B. 1986 to Limit the Ability of Health Insurance Companies to Arrange Pharmacy Services through Contracts … S.B. 1986 to Limit the Ability of Health Insurance Companies to Arrange Pharmacy Services through Contracts … S.B. 1986 to Limit the Ability of Health Insurance Companies to Arrange Pharmacy Services through Contracts …
Date
Matter Number
V920017
HSR Informal Interpretations

9205005 Informal Interpretation

… respective contributions, A will contribute $9.7 million in cash to be paid to B at closing. Thus, the result of the …
Date
Rule
801.1 (b)(1)
When a partnership is formed, no reporting is required where money is distributed to a partner who has contributed other assets as long as the distribution is proportional to the relative partnership...
HSR Informal Interpretations

9203011 Informal Interpretation

… for its (redacted) interest and Company A will contribute cash to the (redacted) in return for its (redacted) …
Date
Rule
801.40
4-6-92- Discussed with (redacted) - this is not a joint venture exemption but the formation of a general partnership which is not reportable under the act and rules.
HSR Informal Interpretations

9204005 Informal Interpretation

… store(s) in question. II. Supply Agreement. A. Buyer will advance to Seller (redacted) in exchange for Sellers … percent (90%) of a set target for purchases, the funds advanced must be repaid pursuant to a formula. For example, … obligated to begin repayment of six-sevenths (6/7) of the advance (redacted). C. Seller may, at any time, elect to …
Date
Rule
801.10
I do not consider [the advance described in II.A.] to be part of the purchase price.
HSR Informal Interpretations

9204007 Informal Interpretation

… individual, has entered into a letter of intent to sell two companies that he controls in a transaction that is … (B), owns a majority of the voting securities of two companies, (C) and (D). There are four other shareholders … the point at which it must pay the final $5 million in cash for the remaining indirect interest in C and D. If UPE …
Date
Rule
801.90
This is a reportable transaction. A should file to acquire C and D.
HSR Informal Interpretations

9204012 Informal Interpretation

… down in order to shift consideration therefor into the advance paid in connection with the Supply Agreement. You also asked us to represent that the advance to be paid by the Buyer in connection with the … represents the fair market value of such inventory. 2.The advance to be paid by Buyer to Seller in connection with the …
Date
Rule
801.10
A payment by a supplier to a [retailer](redacted) to maintain a supply agreement is not an asset.
Displaying 2601 - 2620 of 2933
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