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HSR Informal Interpretations

0606004 Informal Interpretation

… your advice in connection with the followingfact pattern: Company A, will be acquiringfrom the Virginia Department of … confirm that this would NOT require premergernotification under the HSR Act. Thanks. … 0606004 Informal Interpretation …
Date
Rule
801.1(a)(2), 801.2
As long as the 99 year period does not exhaust the useful life of the parkway, it is akin to entering into a lease, which is not reportable. I thin another out is that VDOT is a state agency, and...
HSR Informal Interpretations

0606002 Informal Interpretation

… (the "Corporation"), is proposing to recapitalize anothercompany (the "Target"). The stock of the Target is currently … The stock of the Target consists of twoclasses, voting common stock and nonvoting preferred stock. In addition to … that areexercisable for common stock of the Target. We understand that the Corporationcurrently owns approximately …
Date
Rule
801.10
Agree.
Early Termination Notices

20061181: MPM Equity LLC; KKR European Fund, Limited Partnership

… 20061181: MPM Equity LLC; KKR European Fund, Limited Partnership HSR Early Termination Notice 20061181: MPM Equity LLC; KKR European Fund, Limited Partnership 20061181 MPM Luxembourg 2 (c) S.a.r.l. KKR European Fund, Limited Partnership MPM Equity LLC … 20061181: MPM …
Date
Acquiring Party
MPM Equity LLC
Acquired Party
KKR European Fund, Limited Partnership
Acquired Entities
MPM Luxembourg 2 (c) S.a.r.l.
Early Termination Notices

20061120: Pardus European Special Opportunities Master Fund L.P.; Visteon Corp.

… 20061120: Pardus European Special Opportunities Master Fund L.P.; Visteon Corp. HSR Early Termination Notice … 20061120: Pardus European Special Opportunities Master Fund L.P.; Visteon Corp. 20061120 Visteon Corp. Visteon Corp. Pardus European Special Opportunities Master Fund L.P. … 20061120: Pardus European Special Opportunities …
Date
Acquiring Party
Pardus European Special Opportunities Master Fund L.P.
Acquired Party
Visteon Corp.
Acquired Entities
Visteon Corp.
HSR Informal Interpretations

0606017 Informal Interpretation

… FACSIMILE AND U.S. MAIL, Nancy Ovuka, Esquire Federal Trade Commission 6th Street and Pennsylvania Avenue, N.W. … that theacquisition described below is not reportable under the Hart-Scott-Rodino (HSR)Act and regulations issued by the Federal Trade Commission. Our client, Company A, is in thecold storage …
Date
Rule
802.2(h)
Agree.
HSR Informal Interpretations

0606001 Informal Interpretation

… From: (redacted) Sent: Friday, June 02, 2006 6:26 PM To: Verne, B. Michael Subject: Quick GRAT question … annuity trust, through which she receives income for 4 years. At the end of this period, her husband and …
Date
Rule
801.1(c)
Updated July 2014: This is no longer the position of the PNO. A distribution of anything other than cash (i.e., voting securities, assets, non-corporate interests) to the settlor of a GRAT is a...
HSR Informal Interpretations

0606006 Informal Interpretation

… to swap its 50% ownership stake in ABC Co. for a 14% common stock ownership interest in HoldCo, a newly created company that is majority owned by A. Company A creates … is met. The value of the stock to be acquired by C is around $100 million. Is this reportable? Or is it exempt as an …
Date
Rule
15 USC 18a(c)(10) 7A(c)(10), 802.30
The only potentially reportable portion of this transaction is the acquisition by C of the 14% interest in HoldCo. The transfer by B of its 50% interest in ABC Co. is exempt under 802.30. The...
HSR Informal Interpretations

0606007 Informal Interpretation

… of the two sets of assets does exceed $56.7 million. I understand if the two sets of assets are acquired (i.e., …
Date
Rule
801.11(e), 801.90
There is no specified period of time, but an excessive delay could raise avoidance issues. See # 187 in the Premerger Notification Practice Manual.
Advocacy Filings

FTC and Department of Justice Comments to Hon. Helene E. Weinstein Regarding New York A.B. A05596 to Establish that Certain Services Related to Real Estate Transactions May be Provided Only by Attorneys

… FTC and Department of Justice Comments to Hon. Helene E. Weinstein Regarding New York A.B. … on June 1, 2006 | 12:00AM FTC and Department of Justice Comments to Hon. Helene E. Weinstein Regarding New York A.B. … Advocacy Filing … FTC and Department of Justice Comments to Hon. Helene E. Weinstein Regarding New York A.B. …
Date
Matter Number
V060016
Related Release
FTC/DOJ File Joint Comments with NY State Assembly Committee on the Unauthorized Practice of Law
HSR Informal Interpretations

0605031 Informal Interpretation

… I'd also appreciate beingdirected to it as I have not found alot on this subject. Here are the facts onmy deal. Company A isacquiring 100% of the voting securities of B, my …
Date
Rule
801.1(b)
The UPE is the person who will hold 50% or more of the voting securities at the time of consummation, so if the options are exercised prior to closing, C will no longer be the UPE and the transaction...
Early Termination Notices

20061142: Thomas H. Lee Equity Fund VI, L.P.; Midwest Renewables LC

… 20061142: Thomas H. Lee Equity Fund VI, L.P.; Midwest Renewables LC HSR Early Termination Notice 20061142: Thomas H. Lee Equity Fund VI, L.P.; Midwest Renewables LC 20061142 Hawkeye … LLC Midwest Renewables LC Thomas H. Lee Equity Fund VI, L.P. … 20061142: Thomas H. Lee Equity Fund VI, L.P.; …
Date
Acquiring Party
Thomas H. Lee Equity Fund VI, L.P.
Acquired Party
Midwest Renewables LC
Acquired Entities
Hawkeye Intermediate, LLC
Early Termination Notices

20061140: NF Acquisition Corporation; Olympus Growth Fund III, L.P.

… 20061140: NF Acquisition Corporation; Olympus Growth Fund III, L.P. HSR Early Termination Notice 20061140: NF Acquisition Corporation; Olympus Growth Fund III, L.P. 20061140 Staffco Holdings, Inc. Olympus Growth Fund III, L.P. NF …
Date
Acquiring Party
NF Acquisition Corporation
Acquired Party
Olympus Growth Fund III, L.P.
Acquired Entities
Staffco Holdings, Inc.
Early Termination Notices

20061112: Harbinger Capital Partners Offshore Fund I, Ltd.; WCI Steel, Inc.

… 20061112: Harbinger Capital Partners Offshore Fund I, Ltd.; WCI Steel, Inc. HSR Early Termination Notice 20061112: Harbinger Capital Partners Offshore Fund I, Ltd.; WCI Steel, Inc. 20061112 WCI Steel, Inc. WCI Steel, Inc. Harbinger Capital Partners Offshore Fund I, Ltd. … 20061112: Harbinger Capital Partners Offshore …
Date
Acquiring Party
Harbinger Capital Partners Offshore Fund I, Ltd.
Acquired Party
WCI Steel, Inc.
Acquired Entities
WCI Steel, Inc.
Early Termination Notices

20061111: United Site Services Holdings, Inc.; Odyssey Investment Partners Fund, L.P.

… Site Services Holdings, Inc.; Odyssey Investment Partners Fund, L.P. HSR Early Termination Notice 20061111: United Site Services Holdings, Inc.; Odyssey Investment Partners Fund, L.P. 20061111 United Site Services, Inc. Odyssey Investment Partners Fund, L.P. United Site Services Holdings, Inc. … 20061111: …
Date
Acquiring Party
United Site Services Holdings, Inc.
Acquired Party
Odyssey Investment Partners Fund, L.P.
Acquired Entities
United Site Services, Inc.
HSR Informal Interpretations

0605029 Informal Interpretation

… entered into a right-of-first-refusal buy-sellarrangement, under which either of the two shareholders can formally … transaction will be reportable). Thusimmediately following completion of the cash tender offer acquisition, Bankwill … you agree with this analysis or have any questions orcomments on it. Thanks. … 0605029 Informal Interpretation …
Date
Rule
803.10
2 & 3 Agree. Bank will have a 30 day waiting period.
HSR Informal Interpretations

0605025 Informal Interpretation

… 11:36 AM To:Verne, B. Michael Cc:(redacted) Subject:HSR Compliance Question regarding Section 7A(c)(i) and the REIT … for realty acquired in the ordinary course ofbusiness under Section 7A(c)(1) of the Hart-Scott-Rodino Antitrust … REIT of the voting securities and non-corporate interests ofcorporations and unincorporated entities that hold nothing …
Date
Rule
15 USC 18a(c)(1) 7A(c)(1), 802.4, 802.5
Yes- the acquisition would be exempt under 802.4 (via 7A(c)1)) and also possibly via 802.5, depending on what type of property is involved.
HSR Informal Interpretations

0605023 Informal Interpretation

… CEO) assets are unknown so far. Ouranalysis is as follows: Under 801.40, even if the special size-of-personthresholds … million does notmeet the size-of-the-transaction threshold. Undera traditional acquisitions analysis (non-801.40), a … of Newco's convertible votingsecurities is exempt under 802.31. Is our analysis correct? … 0605023 Informal …
Date
Rule
801.40, 802.31
this is not reportable.
Displaying 6461 - 6480 of 11381
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