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0602017 Informal Interpretation
… not sure I understand. Contracts are assets. Are these cashequivalents?) … 0602017 Informal Interpretation …
Date
Rule
15USC18a(c)(2) 7A(c)(2), 802.5
Refer to comments below.
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Original Image File
(36.9 KB)
0602018 Informal Interpretation
… B is its own UPE and has no revenues or assets other than cash fromA to be used to acquire Target's voting securities. …
Date
Rule
802.4
of-person test. 2) B is issuing all of its own voting securities to members of management of Target? Presumably, no one person is acquiring a reportable amount of B voting securities. 3) A's...
File
Original Image File
(45.32 KB)
20060609: Central Garden & Pet Company; Charles B. Duff
… Garden & Pet Company; Charles B. Duff 20060609 Farnam Companies, Inc. Farnam Realty, Inc. Charles B. Duff Central …
Date
Acquiring Party
Central Garden & Pet Company
Acquired Party
Charles B. Duff
Acquired Entities
Farnam Companies, Inc.
Farnam Realty, Inc.
20060483: U.S. Bancorp; First Horizon National Corporation
… First Horizon National Corporation 20060483 First Horizon Merchant Services, Inc. Global Card Services, Inc. First …
Date
Acquiring Party
U.S. Bancorp
Acquired Party
First Horizon National Corporation
Acquired Entities
First Horizon Merchant Services, Inc.
Global Card Services, Inc.
0602010 Informal Interpretation
… the threefamily members selling the Target also have some companies which they holdpersonally (mostly real estate) …
Date
Rule
801.13, 801.4
1) Yes. 2) No But if their underlying assets do not have sufficient nexus with the US, their fair market value would not count. 3) If they are not controlled by target, they are separate transactions.
File
Original Image File
(47.77 KB)
20060586: Knight Capital Gorup, Inc.; FX Investment Settlement
… 20060586: Knight Capital Gorup, Inc.; FX Investment Settlement HSR Early Termination Notice 20060586: Knight Capital Gorup, Inc.; FX Investment Settlement 20060586 Hotspot FX, Inc. FX Investment Settlement Knight Capital Gorup, Inc. … 20060586: Knight …
Date
Acquiring Party
Knight Capital Gorup, Inc.
Acquired Party
FX Investment Settlement
Acquired Entities
Hotspot FX, Inc.
0602006 Informal Interpretation
… C. Individual D has aproxy to vote Company A's shares in Companies B and C. Company A also ownsconvertible nonvoting … D's Corp owns approximately 44% of the votingsecurities of Companies B and C. D's Corp has no other assets. Company … 44% ofthe voting securities, make Individual C the UPE of Companies B and C such thatthe reportable event is Company …
Date
Rule
801.2, 801.4
The primary acquisition of Ds v/s by A is exempt. Secondary acquisition of v/s of B & C are potentially reportable.
File
Original Image File
(43.83 KB)
0602004 Informal Interpretation
… in Y will be the votingsecurities of Target plus some cash for expenses. All other assets will beremoved. The …
Date
Rule
802.4
I agree that no separate filings would be required for the acquisitions of the corporations that have minority holdings in the target corp. Those acquisitions would be exempt under 802.4 and the...
File
Original Image File
(46.1 KB)
0601025 Informal Interpretation
… All of the assets of Company X and ofCompany Y consist of cash, money market funds, and voting and …
Date
Rule
802.4
The acquisition of Y by X is exempt under 802.4. Because none of the minority holdings of Y exceed $53.1 MM in value, there are no potentially reportable secondary acquisitions either. The acquisition...
File
Original Image File
(41.19 KB)
0601026 Informal Interpretation
… it will (i) cancelthe options and pay the option holders cash, (ii) cancel the other non-votingsecurities and pay the holders cash and (iii) pay the holders of the votingsecurities cash. In determining the acquisition price do you include …
Date
Rule
801.10
No.
File
Original Image File
(29.45 KB)
0601027 Informal Interpretation
… potential insurance proceeds arguably are theequivalent of cash and thus qualify as exempt assets. Please let me know …
Date
Rule
802.2(c)
Agree.
File
Original Image File
(62.21 KB)
0601021 Informal Interpretation
… the acquisition by P of all securities of two pre-existingcompanies, G and S, from common shareholders, none of whom … the value of the votingsecurities of each of the two companies to be acquired by P is less than $50million, as …
Date
Rule
801.1(b), 802.30
Agree. N Ovuka concurs.
File
Original Image File
(144.88 KB)
0601018 Informal Interpretation
… to appoint or remove directors to the boards of Investee Companies(subject always to the provisions of clause 6(e)); …
Date
Rule
801.1(b)
Id be inclined to say that it is within the normal duties of the GP.
File
Original Image File
(72.09 KB)
0601012 Informal Interpretation
… licenses tocommercialize the resulting products. The two companies will cooperate todevelop a plan and budget for … research and developmentefforts starting with an initial cash payment at the time of signing, but withthe bulk of its …
Date
Rule
801.2
Agree.
File
Original Image File
(139.61 KB)
0601013 Informal Interpretation
… financial difficulties but was turnedaround or infused with cash by Z. Beginning in September 2004, X beganacquiring … 2005, X first learned thatZ was unlikely to provide cash for a turnaround. Then in October/November 2005,Y and …
Date
Rule
802.63
Agree.
File
Original Image File
(54.94 KB)
20060458: Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc.
… Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc. HSR Early Termination Notice 20060458: … Fidelity National Financial, Inc.; Marsh & McLennan Companies, Inc. 20060458 Sedgwick CMS Holdings, Inc. Marsh & McLennan Companies, Inc. Fidelity National Financial, Inc. … …
Date
Acquiring Party
Fidelity National Financial, Inc.
Acquired Party
Marsh & McLennan Companies, Inc.
Acquired Entities
Sedgwick CMS Holdings, Inc.
0601006 Informal Interpretation
… described in the LOI was a specific amount of cash in excess of$53.1 million plus certain "commitments" by …
Date
Rule
801.10, 802.1
Agree. M Verne concurs.
File
Original Image File
(55.99 KB)
0601008 Informal Interpretation
… this email correctly memorializesthe analysis. Thanks in advance - … 0601008 Informal Interpretation …
Date
Rule
802.2(c)
Agree.
File
Original Image File
(26.43 KB)
Chavez v. Netflix, Inc.
… v. Netflix, Inc. In this amicus brief opposing a proposed settlement of a class action by Netflix customers, the Commission raises two concerns. First, because the settlement involves limited-time free service or service …
Date
Citation Number
CGC-04-434884
In this amicus brief opposing a proposed settlement of a class action by Netflix customers, the Commission raises two concerns. First, because the settlement involves limited-time free service or...
File
Chavez v. Netflix, Inc.
(1.05 MB)
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