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HSR Informal Interpretations

0705013 Informal Interpretation

… test. Facts Individual A is purchasing for cash 100% of the stockof four corporations. All of the stock …
Date
Rule
801.1(b), 801.10
Assuming the brothers are adults and not minors, the sale of Corporation 1 (controlled by Brother X) is a separate transaction from the sales of Corporations 2, 3 and 4 (controlled by Brother Y)...
HSR Informal Interpretations

0705009 Informal Interpretation

… question. This is the scenario: LLCA is paying $60 million cash ("Purchase Price") for 100% of themembership interests … Price is being allocated to LLC B options which are being cashed out.I understand that an acquisition of non-corporate …
Date
Rule
801.10
This is a $50 million deal. The value of the non-corporate interests of LLC B includes the value of the underlying minority interest in LLC C (despite the fact that the parties are separately...
HSR Informal Interpretations

0705015 Informal Interpretation

… Notification Office concerning, with respect to the advance notification requirements of the Hart-Scott-Rodino … "acquisition of voting securities shall be exempt" from the advance notification requirements of the Act if (1) "made …
Date
Rule
802.64
Note that point 1 is incorrect. Investment advisors are not institutional investors. All of the other conclusions are correct (revised 02/06/08). UPDATE March 2014: This is no longer the position of...
Early Termination Notices

20070037: ContiGroup Companies, Inc.; Smithfield Foods, Inc.

… 20070037: ContiGroup Companies, Inc.; Smithfield Foods, Inc. HSR Early Termination Notice 20070037: ContiGroup Companies, Inc.; Smithfield Foods, Inc. 20070037 Smithfield Foods, Inc. Smithfield Foods, Inc. ContiGroup Companies, Inc. … 20070037: ContiGroup Companies, Inc.; …
Date
Acquiring Party
ContiGroup Companies, Inc.
Acquired Party
Smithfield Foods, Inc.
Acquired Entities
Smithfield Foods, Inc.
HSR Informal Interpretations

0706005 Informal Interpretation

… all of the stock of Company B for less than $59.8 million cash. The employees of Company B (physicians) will be … their present employment agreements without any additional cash payment. Both shareholder and non-shareholder employees … the chance to sign new employment agreements and receive a cash payment as an incentive for remaining with Company A. …
Date
Rule
802.2
05/05 /2007- Agree.
HSR Informal Interpretations

0705003 Informal Interpretation

… assets other than interests in three wholly owned subsidiarycompanies PlantCo 1, PlantCo 2 and ClaimCo each of which … ParentCorp.; Power Sub 1; Power Sub 2. ParentCorp. is a merchant power company that developed the Plants through two … HoldCo bytendering their Certificates and contributing cash to HoldCo in exchange forinterests in HoldCo. The …
Date
Rule
802.63
Agree this is non-reportable.
HSR Informal Interpretations

0705001 Informal Interpretation

… Investor is not currently a shareholderof any of the companies. For purposes of this question, assume that the … from Founder in exchange for some of the contributed cash andHoldco voting stock. At closing of this step, Holdco … corporation (including theFounder) receive the balance of cash and Holdco voting stock in exchange fortheir shares. At …
Date
Rule
801.40
Probably the appropriate way to look at this is as a formation of Holdco, with Investor, Founder and other shareholders contributing either cash or shares of target to the formation, because Holdco is...
HSR Informal Interpretations

0705002 Informal Interpretation

… A is a publicly traded company. B shareholders will receive cash + Av/s. One shareholder (C") will receive restricted A …
Date
Rule
801.10, 15 USC 18a(c)(10) 7A(c)(10)
Agree with 1 and 2. When the restricted shares vest, a filing would be required only if the percentage of A voting securities held by C increases. C has already acquired the A voting securities...
Testimony

Prepared Statement of the Federal Trade Commission On Protecting Consumer Access To Generic Drugs: The Benefits Of A Leglislative Solution To Anticompetitive Patent Settlements In The Pharmaceutical Industry

… Of A Leglislative Solution To Anticompetitive Patent Settlements In The Pharmaceutical Industry Prepared … Of A Leglislative Solution To Anticompetitive Patent Settlements In The Pharmaceutical Industry … Prepared … Of A Leglislative Solution To Anticompetitive Patent Settlements In The Pharmaceutical Industry …
Date
By
Jon Leibowitz, Former Chairman
HSR Informal Interpretations

0704021 Informal Interpretation

… you. A is the acquiring company. B1 andB2 are the acquired companies. B1 and B2 are engaged in the same business …
Date
Rule
801.13, 801.14
If B1 and B2 are each their own UPE, then the acquisition of B2 is not aggregated with B1 and is therefore not reportable. 801.13 and 801.14 only deal with aggregation of acquisitions from the same...
Early Termination Notices

20071165: Bear Stearns Merchant Banking Partners III, LP; Universal Hospital Services, Inc.

… 20071165: Bear Stearns Merchant Banking Partners III, LP; Universal Hospital … Inc. HSR Early Termination Notice 20071165: Bear Stearns Merchant Banking Partners III, LP; Universal Hospital … Inc. Universal Hospital Services, Inc. Bear Stearns Merchant Banking Partners III, LP … 20071165: Bear Stearns …
Date
Acquiring Party
Bear Stearns Merchant Banking Partners III, LP
Acquired Party
Universal Hospital Services, Inc.
Acquired Entities
Universal Hospital Services, Inc.
HSR Informal Interpretations

0704018 Informal Interpretation

… assets, and B will contribute approximately $80 million in cash. A and B will each acquire a 50% interest in Newco, and … partnership. For A, Newco's exempt assets consist of the cash contributed by B (pursuant to 801.21) and A's own … under 802.4. For B, Newco's exempt assets include the cash contributed by B, as well as the value of certain …
Date
Rule
801.50
04/27/2007
Early Termination Notices

20071117: VSS-AHC Holdings LLC; DLJ Merchant Banking Partners III, L.P.

… 20071117: VSS-AHC Holdings LLC; DLJ Merchant Banking Partners III, L.P. HSR Early Termination Notice 20071117: VSS-AHC Holdings LLC; DLJ Merchant Banking Partners III, L.P. 20071117 Advanstar Holdings Corp. DLJ Merchant Banking Partners III, L.P. VSS-AHC Holdings LLC … …
Date
Acquiring Party
VSS-AHC Holdings LLC
Acquired Party
DLJ Merchant Banking Partners III, L.P.
Acquired Entities
Advanstar Holdings Corp.
HSR Informal Interpretations

0704012 Informal Interpretation

… approximately $36,200,000. B is contributing$37,000,000 in cash. If we stopped there, the analysis would be as follows: … (A's own contributionis exempt and B's contribution of cash is exempt); thus, A is exempt fromreporting … Immediately following B'scontribution of $37,000,000 in cash, the LLC will use the $37,000,000 topurchase assets …
Date
Rule
801.50, 802.4
Agree.
HSR Informal Interpretations

0704008 Informal Interpretation

… delivery of theshares of the underlying common stock, or to cash settle the transaction, i.e.,to receive or pay the … or at an earlier date elected by the Investor. oIf physical settlement is elected, theIBK will be obligated to deliver … waiting period under the Act has expired or terminated. oIf cash settlement is elected by theInvestor or the waiting …
Date
Rule
801.1(c)
This is OK. M. Bruno concurs.
HSR Informal Interpretations

0704006 Informal Interpretation

… of Corporation A is being acquired by Corporation B for cash and stock valued at around $85 million. Corporation A …
Date
Rule
801.12
04/16/2007Shareholder B does not control Corporation B. Enhanced voting rights attributed to a director do not affect the calculation of percentage of voting securities held in the corporation. Only...
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