Question
January 12, 2001
Ms. .Alice Villavicencio
Compliance Specialist
Federal Trade Commission
Washington, D.C. 20580
Re: Hart-Scott-Rodino Filing
Dear Ms. Villavicencio:
This letter confirms our telephone conversation of yesterday. As I explained to you, we are representing two health care related, not-for-profit organizations that are affiliating with each other. For purposes of paying one filing fee for a Hart-Scott-Rodino filing, the parties have agreed that one entity will he deemed the acquired person and the other will be deemed the acquired person. In actuality, however, the reported affiliation will not result m an acquisition of either organization by the other.
I further explained that there are three sub-agreements which art part of the larger affiliation transaction. The first agreement will merge two HMO's operated by the acquired entity into the HMO operated by the acquiring entity. The second agreement will merge the corporation which operates several health care centers within the acquired entity into the corporation which operates health care centers for the acquiring entity. The third agreement will result in the formation of a new foundation consisting of both entities.
This letter confirms that you have informed me than this transaction will only require one Hart-Scott-Rodino filing with payment of only one filing fee. Of course, a description of this entire affiliation agreement, including all sub-agreements, will be set forth in the Hart-Scott-Rodino filing.
Should my understanding be incorrect, please contact me. Thank you for your assistance.