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HSR Informal Interpretations

0711011 Informal Interpretation

… Mr.B. Michael Verne PremergerNotification Office Bureauof Competition - Room 303 FederalTrade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. … described in greaterdetail in Appendix A to this letter. Company A and Company B intendto establish a 50/50 …
Date
Rule
801.2
Agree. M Bruno concurs.
HSR Informal Interpretations

0711012 Informal Interpretation

… Subject: General Question Mike:We've had an issue that's come up from time to time for which I'd like to get … on behalf of bondholders who finance significant assets--a commonexample is airplanes that are leased to an airline. In … debtor/airline can reject the lease, and the outcome is often that thecollateral/airplane is …
Date
Rule
802.63
Agree.
HSR Informal Interpretations

0711013 Informal Interpretation

… 52.9 million shares of ABC's issued andoutstanding voting common stock currently owned by them (equivalent to about45% … holds no ABC votingsecurities. Buyer #1 proposes to acquire 26.3 million shares of ABC forapproximately $644 million. …
Date
Rule
801.2, 801.30
Yes - these are 801.30(a)(5) transactions. 1. Buyer #1: Agree Buyer #2: Agree Buyer #3: Agree ABC Redemption: Agree Agree - control is irrelevant in acquisitions of voting securities. It would be...
HSR Informal Interpretations

0711008 Informal Interpretation

… U. S. FIRST CLASS MAIL Mr. Michael B. Verne Federal Trade Commission Premerger Notification Office Bureau of Competition 600 Pennsylvania Avenue, N.W. Room 303 … is held by political subdivisions. Although the definition ofcontrol in CFR 801.1(b)refers to the ability to designate …
Date
Rule
802.2(a)
Agree.
Advocacy Filings

FTC Staff Comment Before the Federal Reserve Concerning Proposed Illustrations of Consumer Information for Subprime Mortgage Lending

… FTC Staff Comment Before the Federal Reserve Concerning Proposed … by wfg-adm109 on November 1, 2007 | 12:00AM FTC Staff Comment Before the Federal Reserve Concerning Proposed … Mortgage Lending v080000.pdf Advocacy Filing … FTC Staff Comment Before the Federal Reserve Concerning Proposed …
Date
Matter Number
V080000
Related Release
FTC Staff Files Mortgage Disclosure Comments With Banking Agencies
Early Termination Notices

20080027: Coinstar, Inc.; Jose Francisco Leon

… 20080027: Coinstar, Inc.; Jose Francisco Leon HSR Early Termination Notice 20080027: Coinstar, Inc.; Jose Francisco Leon 20080027 GroupEx … Financial Corporation JRJ Express Inc. Jose Francisco Leon Coinstar, Inc. … 20080027: Coinstar, Inc.; Jose Francisco …
Date
Acquiring Party
Coinstar, Inc.
Acquired Party
Jose Francisco Leon
Acquired Entities
GroupEx Financial Corporation
JRJ Express Inc.
HSR Informal Interpretations

0711004 Informal Interpretation

… would beconsidered the ultimate parent entity of our client Company X under the factsand circumstances as described … for two managing directors one to manage the interests ofCompany X and the other to manage the interests of Company … of the Pooling Agreement provide asfollows: 1.All shares ofCompany X are to be deposited with a common custodian, and …
Date
Rule
801.1(b)
Agree.
HSR Informal Interpretations

0710015 Informal Interpretation

… question Hi, Mike - Is a transaction which requires FCCapproval exempt from HSR reporting pursuant to 7A(c) …
Date
Rule
15 USC 18(a)(c)(6) 7A(c)(6)
No. The only applicability of 7A(c)(6) to transactions requiring FCC approval was to mergers, consolidations and control acquisitions by telephone and telegraph companies (47 USC 221(a)). The old...
Early Termination Notices

20080026: John L. Ocampo; RF Micro Devices, Inc.

… 20080026: John L. Ocampo; RF Micro Devices, Inc. HSR Early Termination Notice 20080026: John L. Ocampo; RF Micro Devices, Inc. 20080026 RF Micro Devices, Inc. RF Micro Devices, Inc. John L. …
Date
Acquiring Party
John L. Ocampo
Acquired Party
RF Micro Devices, Inc.
Acquired Entities
RF Micro Devices, Inc.
Early Termination Notices

20072226: Wheeling-Pittsburgh Corporation; Esmark Incorporated

… 20072226: Wheeling-Pittsburgh Corporation; Esmark Incorporated HSR Early Termination Notice 20072226: Wheeling-Pittsburgh Corporation; Esmark Incorporated 20072226 Esmark Incorporated Esmark Incorporated …
Date
Acquiring Party
Wheeling-Pittsburgh Corporation
Acquired Party
Esmark Incorporated
Acquired Entities
Esmark Incorporated
HSR Informal Interpretations

0710003 Informal Interpretation

… following summary of thetransaction and our conclusions: Company A has two shareholders -- S-1and S-2 -- who each own 50% of the voting securities of Company A. Company A will merge into a … that will give S-1 more than 50% of the voting securities ofCompany B. S-2 will receive approximately $65 to $70 …
Date
Rule
801.2
I think you have the right result, but I don't think 802.30 comes into play. You look at the overall transaction under 801.2 to determine who the acquiring persons are. The three pre-acquisition UPEs...
Advocacy Filings

FTC Staff Comment Before the Massachusetts Department of Public Health Concerning Proposed Regulation of Limited Service Clinics

… FTC Staff Comment Before the Massachusetts Department of Public Health … by wfg-adm109 on October 1, 2007 | 12:00AM FTC Staff Comment Before the Massachusetts Department of Public Health … Clinics v070015massclinic.pdf Advocacy Filing … FTC Staff Comment Before the Massachusetts Department of Public Health …
Date
Matter Number
V070015
Related Release
FTC Approves Filing of Staff Comments with Massachusetts Department of Public Health
HSR Informal Interpretations

0709011 Informal Interpretation

… VIAE-MAIL MVERNE@FTC.GOV B.Michael Verne, Esq. FederalTrade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. … and to the extent that the aggregate number of shares ofCOMPANY B Series A Preferred Stock issuable pursuant to … and to the extent that the aggregate number of shares ofCOMPANY B Series A Preferred Stock issuable pursuant to …
Date
Rule
801.10
Agree.
HSR Informal Interpretations

0709003 Informal Interpretation

… sales in or into the U.S. - basedon the following facts: Company A, a U.S. person, is acquiring slightly less than a 25%interest in the voting securities of Company B, a foreign person which is itsown ultimate parent … are administered bythird parties not under the control ofCompany B). All investment decisions with respect to such …
Date
Rule
802.51
Agree
Early Termination Notices

20071269: NOVA Chemicals Corporation; NEWCO LLC

… 20071269: NOVA Chemicals Corporation; NEWCO LLC HSR Early Termination Notice 20071269: NOVA Chemicals Corporation; NEWCO LLC 20071269 NEWCO LLC NEWCO LLC NOVA Chemicals Corporation … …
Date
Acquiring Party
NOVA Chemicals Corporation
Acquired Party
NEWCO LLC
Acquired Entities
NEWCO LLC
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