Question
From: (redacted)
Sent: Tuesday, September 07, 2004 8:13 AM
To: Verne,B. Michael
Cc: (redacted)
Subject: HSR Advice -
Hi Mike - I would be grateful for your advice on the following fact pattern. Iwill call you later this morning to discuss. Thanks.
Pursuant to a Purchase Agreement, Company A will purchase Company B, includingB's subsidiary C, which is a Bank. As part of its operations, Bank C issuescredit cards to its customers. Immediately following Company A's purchase ofCompany B (including Bank C), Company D intends to purchase Bank C's assets,including all of Bank C's current credit card accounts receivable.
Bank C will not be selling to Company D any of the customer credit cardaccounts which generated the accounts receivable being sold to Company D.Rather, Bank C will retain ownership over those customer credit card accountsand the customer relationships relating thereto. Importantly, Company D willhave the obligation to purchase all future accounts receivable generated byBank C's existing customer credit card accounts.
We are hoping to know whether Company D's purchase of Bank C's credit cardaccounts receivable (but not any of Bank C's underlying customer credit cardaccounts) under the facts described above is reportable under the Act.
Please assume that the size of parties and size of transaction tests are metand that Company D is in the business of purchasing loan portfolios.