Question
November 7, 2003
Michael B. Verne
Federal Trade Commission
Premerger Notification Office
Bureau of Competition
600 Pennsylvania Avenue, N.W.
Washington, DC 20580
Re:Telephone Conversation on November 5, 2003
Dear Mike:
Thank you for speaking with me onWednesday, November 5, 2003 concerning the application of the Hart-Scott-RodinoAntitrust Improvements Act of 1976 (the "Hart-Scott-Rodino Act"). Iam writing to summarize the facts I presented to you and your analysis of thosefacts.
In our conversation, I described atransaction that meets the size-of-person and size-of- tests. Morespecifically, Company A plans to purchase from Company B a number of terminalsused for the storage of bulk materials, including liquid fuels and similarproducts. Company A will use the terminals and related assets solely for rentalpurposes, not for its own use or that of its affiliates. The majority of theincome from the assets being purchased will be from the rental of the terminalspace, although Company A does expect to derive additional income fromancillary services like charges assessed for handling, additive services andthe like.
I also explained that we believedthat pursuant to the factors set forth in 61 Federal Register 13666, 13682 (March 28, 1996),Company A would have "investment intent."
Based on my description of thisfactual hypothetical, you indicated that the transaction would be exempt fromfiling under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the"Hart-Scott-Rodino Act"). In particular, we agreed that thetransaction I described would qualify for an exemption pursuant to 802.5of the HSR Rules, 16 CFR. 802.5.
I would greatly appreciate yourconfirmation of this analysis. Thank you very much for your time in discussingthese issues. If you have any questions, please call me at (redacted).