Question
June 28, 2006
VIA EMAIL
Mr.Michael Verne
PremergerNotification Office Bureau of Competition
FederalTrade Commission
7th & Pennsylvania Avenue, NW
Washington, DC 20580
Re: Acquisition of TimeShare Corporation
Dear Mike:
Iwrite to memorialize our conversation of June 8, 2006, regarding theapplicability of 16 C.F.R. 802.2, in conjunction with 16 C.F.R. 802.4, to the acquisition of the voting securities of a company engaged inthe sale of time shares and the development of residential real estate("Target").
As we discussed,Target has two operating divisions a "Resorts Division" and a"Communities Division." The Resorts Division acquires, develops, andmarkets vacation ownership interests, commonly known as time shares. TheCommunities Division acquires, develops and subdivides property, which it thenmarkets as residential land home sites.
You indicated thatinformal interpretation number 9609009, in which the Premerger NotificationOffice ("PNO") concluded that the acquisition of a time sharecorporation was exempt pursuant to 802.2 reflected the PNO's current positionwith respect to the acquisition of a time share corporation. You concluded thatthe assets of the Resorts Division were therefore exempt. You also stated that 802.2(d) would exempt the acquisition of the assets of the CommunitiesDivision.
Wealso reviewed the various classes of assets held by the Target, which includecash and cash equivalents, contracts receivable, notes receivable, retainedinterests in notes receivable, office equipment, furniture and fixtures,buildings, vehicles and equipment used in connection with the Resorts andCommunities Divisions. You agreed that the acquisition of these assets would beexempt, either as incidental to the ownership of a hotel or motel (under 802.2(e)) in the case of the Resorts Division or as incidental to the ownershipof residential property (under 802.2(d)) in the case of the CommunitiesDivision.'
If thisdoes not accurately reflect the PNO's position on this transaction or yourunderstanding of our conversation, please contact me as soon as possible at (redacted).
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' Although notdiscussed, the Communities Division also holds golf course property. This isexempt recreational land pursuant to 802.2(f).