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HSR Informal Interpretations

0702011 Informal Interpretation

… B.Michael Verne PremergerNotification Office Bureau of Competition Room303 FederalTrade Commission Washington, DC … various divisions. In our conversation, I highlighted two points inparticular. The document contains a section that provides backgroundinformation compiled by the financial advisers about the …
Date
Rule
Form Item 4(c)
Agree.
HSR Informal Interpretations

0702013 Informal Interpretation

… to hold the assets of the trust. Receiving a stream of income does not constitute a reversionary interest. With … reversionary interest after the term. However, if settlor dies within the 5 year term and has not exercised his power …
Date
Rule
GRATs
02/08 /2007 I agree with all 3 conclusions.
HSR Informal Interpretations

0702005 Informal Interpretation

… that the following transaction would not be reportable underthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Company A is a publicly traded special purposeacquisition … A accounting for the majority of the voting securities ofCompany A post close. The remaining voting securities of …
Date
Rule
15 USC 18a 7A(c)(10), 802.4
The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...
HSR Informal Interpretations

0702006 Informal Interpretation

… time of the B's filing? The reasoning inInterpretations 56, 261 and 262 suggests that B can file to acquire BusinessUnits 4-6 … HSR and foreign antitrustclearance relatively quickly. B competes with Business Unit 6, which couldresult in a review …
Date
Rule
803.1
Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...
HSR Informal Interpretations

0702007 Informal Interpretation

… that the acquisition of the remaining 50%interest in Company C would notrequire premerger notification, assuming that the total value of Company Cwould be less than $56.7 million. FACTPATTERN … C will be less than $56.7 million,and you agreed that under the circumstances, no filing was necessary. NEWFACTS - …
Date
Rule
801.10(d)
The loan payoff does not change the analysis in the acquisition of non-corporate interests. Item 6 is required because it is not an assets acquisition.
HSR Informal Interpretations

0702008 Informal Interpretation

… Confidential Mike, Ihad an HSR valuation question. Company A is acquiring from Company B its 100%interest in multiple wholly-owned … traded voting securities and non-corporate interestsunder 16 C.F.R. Section 801.10 is the acquisition price when …
Date
Rule
801..10
If the acquisition price in aggregate is established, that is the value of the transaction. There is no need to individually value the various entities.
HSR Informal Interpretations

0702009 Informal Interpretation

… time of the B's filing? The reasoning in Interpretations 56,261 and 262 suggests that B can file to acquire Business Units 4-6 … HSR and foreign antitrustclearance relatively quickly. B competes with Business Unit 6, which couldresult in a review …
Date
Rule
802.50, 802.51
Issue 1 - I agree that the formation of ASUB and B's loan to ASUB are not reportable events. Issue 2 - B can file to acquire the business unit at the same time that A/ASUB files to acquire C. A's...
HSR Informal Interpretations

0702004 Informal Interpretation

… (US non-corporate entity) incorporates foreigncorporation ("FC"). Not reportable 2.A sells some FC to B (foreignnon-corporate entity) for cash. Not reportable sale of a minority interest inFC, in addition FC has no regularly prepared balance sheet …
Date
Rule
801.2, 801.40
The only person who will hold voting securities that it did not hold prior to the transaction is B who will hold a controlling interest in A. Because pre-transaction all of A's assets are exempt, the...
Early Termination Notices

20070569: Harsco Corporation; William Blair Mezzanine Capital Fund III, L.P.

… Harsco Corporation; William Blair Mezzanine Capital Fund III, L.P. HSR Early Termination Notice 20070569: Harsco Corporation; William Blair Mezzanine Capital Fund III, L.P. 20070569 Excell Materials, Inc. William Blair Mezzanine Capital Fund III, L.P. Harsco Corporation … 20070569: Harsco …
Date
Acquiring Party
Harsco Corporation
Acquired Party
William Blair Mezzanine Capital Fund III, L.P.
Acquired Entities
Excell Materials, Inc.
Early Termination Notices

20070672: Leucadia National Corporation; Samer Tawfik

… Leucadia National Corporation; Samer Tawfik 20070672 Dialaround Enterprises, Inc. Phonecard Enterprises Inc. STi Mobile …
Date
Acquiring Party
Leucadia National Corporation
Acquired Party
Samer Tawfik
Acquired Entities
Dialaround Enterprises, Inc.
Phonecard Enterprises Inc.
STi Mobile Inc.
STi PCS, LLC
STi Phonecard Inc.
Telco Group, Inc.
VOIP Enterprises Inc.
Early Termination Notices

20070670: Cenveo, Inc.; The Huron Fund LP

… 20070670: Cenveo, Inc.; The Huron Fund LP HSR Early Termination Notice 20070670: Cenveo, Inc.; The Huron Fund LP 20070670 PC Ink Corp. The Huron Fund LP Cenveo, Inc. … 20070670: Cenveo, Inc.; The Huron Fund …
Date
Acquiring Party
Cenveo, Inc.
Acquired Party
The Huron Fund LP
Acquired Entities
PC Ink Corp.
HSR Informal Interpretations

0702001 Informal Interpretation

… to confirm the advice youprovided. The factual background that I provided you has changed a little, but Ido not … your advice. Background A newly formedcorporation ("Company A"), which is wholly owned by another newlyformed corporation ("Company B"), which itself is wholly-owned by anewly formed …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0702002 Informal Interpretation

… (the "co-investors")intend to form a limited liability company "LLC." The co-investorswould contribute a total of … investment before anyother shareholders receive any income from the LLC. X willalso serve as managing member of … prepared balancesheet and no annual income statement. Under rule 801.1(e)(1), LLC's totalassets for the size of …
Date
Rule
801.1(b)
I agree that the LLC is its own UPE and that the transaction is not reportable.
HSR Informal Interpretations

0702003 Informal Interpretation

… about the bankruptcy claimvaluation issue. To confirm my understanding of our discussion, I will set outthe facts in … pre-petition amounts allegedly owed by Buyer toSeller under a pre-petition services agreement, plus damages … case byentering into a forward contract with a third party under which the purchaserof the claim paid Seller …
Date
Rule
801.10
I agree.
Early Termination Notices

20070607: The Goldman Sachs Group, Inc.; He Xiangjian

… People's Republic of China Media Industrial City, Shunde, Foshan He Xiangjian The Goldman Sachs Group, Inc. … …
Date
Acquiring Party
The Goldman Sachs Group, Inc.
Acquired Party
He Xiangjian
Acquired Entities
GuangDong Midea Electric Appliances Co., Ltd.
Guangdong Province, People's Republic of China
Media Industrial City, Shunde, Foshan
HSR Informal Interpretations

0701027 Informal Interpretation

… involves the acquisition of 100% of voting securities of Company Afrom its shareholders ("sellers"). Company B ("buyer") willpay seller an amount at closing … generated by the acquired entityand is, at this point, undetermined. The parties believe, however, that thepayment …
Date
Rule
801.10
Yes thats fine.
Early Termination Notices

20070629: BFC Financial Corporation; Stifel Financial Corp.

… 20070629: BFC Financial Corporation; Stifel Financial Corp. HSR Early Termination Notice 20070629: BFC Financial Corporation; Stifel Financial Corp. 20070629 Stifel Financial Corp. Stifel Financial Corp. BFC Financial Corporation … 20070629: BFC Financial …
Date
Acquiring Party
BFC Financial Corporation
Acquired Party
Stifel Financial Corp.
Acquired Entities
Stifel Financial Corp.
Displaying 6141 - 6160 of 11381
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