Question
January 23, 2007
VIA EMAIL and HAND DELIVERY
Mr.B. Michael Verne
PremergerNotification Office
Bureauof Competition
FederalTrade Commission
600 Pennsylvania Avenue, NW
Washington, D.C. 20580
DearMike:
Weare writing regarding our telephone conversation with you on November 20, 2006,relating to a transaction then under consideration by our client. Althoughseveral weeks have passed, you may recall that we discussed whether thepossible transaction would require reporting under the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended ("HSR Act"), orwhether it would appropriately fall within the "ordinary course ofbusiness" exemption (15 U.S.C. s 18a(c)(1) and Rule 802.1(d) (sale of used goods in the ordinary course). Theparties are now nearing an agreement, and we would therefore appreciate yourconfirmation of our conversation that the transaction would not require afiling under the HSR Act.
Our client ("Company A") advises severalprivate equity investment funds and serves as the general partner of Fund A.Fund A owns rights to more than forty commercial aircraft. Some of these aircraftare currently leased to commercial operators. Some of the aircraft have not yetbeen delivered but are under contract for delivery on a future date. Company Anow plans to enter into a transaction with a publicly traded company("Company B") to sell off some of the aircraft interests owned byFund A. The remaining aircraft interests owned by Fund A will be sold toanother purchaser. Company A, however, is not exiting the aircraft leasingbusiness. Another fund managed by Company A has recently begun purchasing andleasing aircraft. As of this point in time, Company A intends to completeselling the aircraft owned by Fund A over an extended period, approximately sixto twenty-four months.
Basedupon the above description, we believe you agreed with us that this transactionwould qualify for exemption under the "ordinary course of business"exemptions and would therefore not require a filing under the HSR Act. Pleaselet us know at your earliest convenience if this understanding of our conversationis incorrect.