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HSR Informal Interpretations

9111018 Informal Interpretation

… Partnership); (b) the Fund will contribute $50,000,000 of cash to the Partnership and the Subsidiary will contribute … present case, the Fund will have contributed $50,000,000 in cash for a two-thirds interest in the Partnership and the … $25,000,000 for a one-third interest. While the contributed cash and the additional cash realized by the borrowing by …
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

… to Section 802.63 clearly contemplates that insurance companies are often creditors of business entities. The … what circumstances, do banks, banking associations, trust companies, investment companies and insurance companies acquire voting securities …
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

… in established businesses (referred to herein as “portfolio companies”). The Partnership currently has two general … size of the Partnership’s investment in the two portfolio companies is expected to be approximately the same, if the …
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

9110008 Informal Interpretation

… you are in agreement with my analysis. Let me thank you in advance for your corporation. Very truly yours, (redacted) …
Date
Rule
802.30; 802.52
Called (redacted) 10-9-91 Basically concur with letter and noted comments. [note 1-graph regarding corporations]-[note 2-Does anyone else control A? -No confirmed from(redacted)]-[note 3-U.S. subs...
HSR Informal Interpretations

9110005 Informal Interpretation

… filing requirements as transfers by a Federal agency. In advance, thank you for your consideration of this matter. …
Date
Rule
7A(c)(4)
Called on 10/8/91 - Based on facts presented, the acquisition is exempt under c(4) as an acquisition from a federal agency. Here, the RTC controls the financial institution through receivership; the...
HSR Informal Interpretations

9110007 Informal Interpretation

… outstanding voting and other securities of (redacted) for a cash purchase price of (redacted) million, subject to …
Date
Rule
7A(c)(4)
10/8/91-talked to (redacted). Advised that I was not speaking for the Commission but only for the PMN Office, which advice was not binding on the Commission. I agreed that, since the RTC was approving...
HSR Informal Interpretations

9110003 Informal Interpretation

… in the State of (redacted) in consideration of an aggregate cash payment by the (redacted) of approximately (redacted) … accounting requirements applicable to insurance companies, we believe it would be misleading for purposes of …
Date
Rule
§ 801.11
If two regulatory prepared balance sheets or financial statements exist covering the same period, both must be used to determine size. In this case, the GAAP balance sheet (“total assets”) would meet...
HSR Informal Interpretations

9110011 Informal Interpretation

… Securities). The purchase price consists of $4.5 million in cash and the assumption of all liabilities under the … appears that the remaining consideration, $4.5 million in cash, should be considered the value of the Policies. The … although the total consideration equals $35.4 million (cash plus assumed liabilities), only $6.3 million appears …
Date
Rule
801.21 - 802.20 - 801.10(c) - 7A(a)(3)
See #139 new PM Practice Manual Agree that you can off set cash equivalent securities -called (redacted) [note 1-cash equivalent]-note 1-Municipal Bonds and other marketable securities]-[note 3-agreed...
HSR Informal Interpretations

9110012 Informal Interpretation

… of it. Their position, quite simply, that they will make a cash sale with no contingencies, or they will make no sale. … from either C or B. The purchase by C would be with funds advanced by A pursuant to a non-recourse loan. C would also …
Date
Rule
801.1(c); 801.90
Facts indicate that C is an agent of A and therefore, A must first file before acquisition by and through agent C. Otherwise an 801.90 violation will occur re: purpose is to evade filing between A and...
HSR Informal Interpretations

9110017 Informal Interpretation

… of 1976 (the Act) to a proposed transaction involving two companies engaged in lease and loan financing. As we …
Date
Rule
7A(c)(1); 802.1(b)
Advised (redacted) that transaction appeared exempt. While it is possible that buyer may compete in sale of equipment used by lessees which make up 2.9% of transaction, this as a percentage of total...
HSR Informal Interpretations

9110018 Informal Interpretation

… payment (the Production Payment) and (ii) $1,000 in cash. The outstanding Production Payment balance currently … $48,000,000; thus (redacted) will receive aggregate cash payments in this amount, plus related interest amounts, … would be considered a contract right for the payment of cash and would not constitute an asset for purposes of …
Date
Rule
7A(c)(1); 802.20; 802.64
Under 7A(c)(1) the acquisition of voting stock of a corporation (other than one holding exempt realty) is not exempt even though the acquisition of assets by themselves would be exempt. Under 802.20...
HSR Informal Interpretations

9109003 Informal Interpretation

… Agreement to pay the purchase price to the Seller in either cash or Class A Common Stock of the Buyer. The Seller will … market. The geographic markets of cellular telephone companies were determined by the Federal Communications … 1. The decision as to the form of payment - stock or cash - rests with the Buyer, not the Seller.             2. …
Date
Rule
802.9
None noted
HSR Informal Interpretations

9108009 Informal Interpretation

… Party X will receive from Party X a total of $5 million in cash (including the $500,000 option payment) and a number of …
Date
Rule
7A(c)(1); 802.1(b)
8/12/91-Advised (redacted) that formation of a bona fide partnership is not negotiable under 801.40. Viewing this as a purchase of an interest in non-productive real estate, the transaction is also...
HSR Informal Interpretations

9108002 Informal Interpretation

… assets) to Trust T for a purchase price of $80,000 in cash less the estimated value of 1% of the Hotel personal … partnership interest in Partnership P for $7,920,000 in cash plus the estimated value of 1% of the Hotel personal …
Date
Rule
801.40
OK - NO Partnership STAFF COMMENT: Not the test under 802.20 STAFF COMMENT: Seems to be all part of formation PMN Office, not Commission, also below in ref. to FTC
HSR Informal Interpretations

9108022 Informal Interpretation

… to form a partnership. Each company will contribute cash to the partnership, and Company As interest in the … will occur simultaneously: (a) the partners will make their cash contributions, (b) cash will be paid to Company A, and (c) the property will be …
Date
Rule
801.1
None noted
HSR Informal Interpretations

9106001 Informal Interpretation

… annual compensation package included the usual components: cash, stock options and other fringe benefits. The stock … stock options solely in order to realize (and convert to cash) that portion of the financial compensation to which he … is a part of his compensation (instead of receiving cash, he exercises stock options and converts the stock into …
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

… follow up with a telephone call. Thank you very much in advance for you attention to this inquiry. Sincerely yours, …
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

9107011 Informal Interpretation

… all generally referred to as the (redacted). Six of these companies, whole having several shareholders in common, are … 50% of the voting securities of each of the remaining three companies. (Redacted) formerly known as (redacted) is … parties to these suits now propose to enter into a global settlement agreement both to dispose of the loan liability …
Date
Rule
802.63
A person may acquire voting stock pursuant to a default under 802.63. Facts ofthis case show a default.
Displaying 2641 - 2660 of 2933
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