Our approach to acquisitions in the insurance industry under 7Ac1 has always been to analyze the financial instruments being acquired (usually insurance policies) in the context of 802.4. See Interp. 99 in the premerger practice manual. 7Ac1 exempts “acquisitions of goods or realty...
From: Walsh, Kathryn E.Sent: Wednesday, June 22, 2016 12:57 PMTo: [REDACTED]; Gillis, Diana L.; Whitehead, NoraCc: [REDACTED]Subject: RE: Question on reporting as merger vs consolidation
[REDACTED], we think this is a consolidation.
From: Gillis, Diana L.Sent: Wednesday, June 22, 2016 1:19 PMTo: [REDACTED]Cc: [REDACTED]; Walsh, Kathryn E.; Berg, Karen E.; Whitehead, Nora; Storm, Evan; Shaffer, Kristin; Carson, TimothySubject: RE: HSR Item 5
The identity of the customer is irrelevant.
If shipping from the US,...
Following up to confirm that if New Fund does not have officers/directors and none are currently slated, then the files of the people acting as officers/directors, such as GP or the investment committee of the GP’s private equity firm, must be searched.
From: Walsh, Kathryn E.Sent: Thursday, June 02, 2016 9:19 AMTo: [REDACTED]; Whitehead, Nora; Gillis, Diana L.Subject: RE: Acquisition of Controlling Interest in Newco LLC
In determining whether a transaction is an acquisition or a formation, we look at what each party is contributing...
Since B’s capital expenditures were already made prior to the current transaction, A’s reimbursement payment to B cannot be excluded from the purchase price.
From: [REDACTED]Sent: Tuesday, May 31, 2016 12:55 PMTo: Storm, EvanSubject: RE: Question re 801.10
From: Walsh, Kathryn E.Sent: Thursday, May 19, 2016 11:54 AMTo: [REDACTED]Cc: Gillis, Diana L.Subject: RE: Question re: Previously Acquired Voting Securities
From: [REDACTED]Sent: Thursday, May 19, 2016 10:09 AMTo: Walsh, Kathryn E.Subject: Question re: Previously Acquired...
Check out the PNO Blog!
From: [REDACTED]Sent: Thursday, May 19, 2016 10:31 AMTo: Walsh, Kathryn E.; Whitehead, Nora; Gillis, Diana L.Subject: HSR Question: 801.10
Dear Kate, Nora and Diana,
I would appreciate your confirmation that the...
We have advised in the past that the indirect profits should be included in the calculation.
From: [REDACTED]Sent: Tuesday, May 17, 2016 1:15 PMTo: Walsh, Kathryn E.Cc: [REDACTED]Subject: Aggregating profits in accordance with Section 801.1(b)(1)(ii)
Given the lack of additional capital investment required and the expected timeframe and requirements to becoming operational, we believe the power plant you describe is substantially complete, making it a facility that is excluded from the exemption in 802.2(c).
From: Walsh, Kathryn E.Sent: Thursday, May 05, 2016 11:41 AMTo: [REDACTED]Subject: RE: Your HSR Filing [REDACTED]
This would qualify as unproductive real property under 802.2(c) based on the equipment and work needed to complete the hospital.
From: [REDACTED]Sent: Thursday, May 05, 2016 9:11 AMTo: Walsh, Kathryn E.; Shaffer, Kristin; Storm, Evan; Whitehead, NoraCc: [...
Mylan Inc. has agreed to divest the rights and assets related to two generic pharmaceutical products in order to settle FTC charges that its proposed $7.2 billion acquisition of Swedish drug maker Meda would be anticompetitive.
Teva Pharmaceutical Industries Ltd. agreed to sell the rights and assets related to 79 pharmaceutical products to settle FTC charges that its proposed $40.5 billion acquisition of Allergan plc’s generic pharmaceutical business would be anticompetitive. The remedy requires Teva to...
The Federal Trade Commission is currently accepting public comments on an application by American Air Liquide Holdings, Inc. to sell to Aspen Air U.S. Corp. its assets related to production of bulk liquid carbon dioxide at facilities in Galva, and Sergeant Bluff, Iowa.
Federal Trade Commission staff submitted written comments supporting a U.S. Department of Veterans Affairs’ (VA) proposed rule that would permit the VA to grant “full practice authority” to the four main categories of Advanced Practice Registered Nurses (APRNs) – Certified Nurse Practitioners (...
Koninklijke Ahold and Delhaize Group, which between them own and operate five well-known U.S. supermarket chains, have agreed to sell 81 stores to settle Federal Trade Commission charges that their proposed $28 billion merger would likely be anticompetitive in 46 local markets in Delaware,...
Look at any recent merger settlement accepted by the Commission and the answer is clear: An acceptable merger remedy must eliminate the potential for anticompetitive effects that would likely occur if the merger were to proceed. Typically this means creating another competitor to...
Koninklijke Ahold and Delhaize Group, which together own and operate five well-known U.S. supermarket chains, have agreed to sell 81 stores to settle charges that their proposed $28 billion merger would likely be anticompetitive in 46 local markets in Delaware, Maryland,...