Question
(redacted)
April 23, 1985
Andrew Scanlon, Esq.
Premerger Notification Office
Bureau of Competition
Seventh Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Mr. Scanlon:
Thank you for your explanations by telephone today and on April 18, 1985 of certain matters relating to filing the current Notification and Request Form For Certain Mergers (the Form). this letter is to confirm my understanding of your explanations which, for the sake of clarity, I have reduced to a series of numbered statements.
My understanding is that for purposes of determining whether the Form must be filed, and for determining how it must be completed if it is to be filed:
1.A partnership is its own ultimate parent entity.
2.An acquisition of 100% of a partnership terminates the partnership. Such an
acquisition constitutes an acquisition of assets, and as such may be reportable.
3.An acquisition of less than 100% of a partnership is not an acquisition of assets
and is not reportable. This is so even though the acquisition has any of or any combination of the following additional characteristics:
a)the acquisition constitutes an assignment of partnership income only;
b)the acquisition constitutes a transfer of all of the attributes of ownership of
a partnership interest, including all rights, obligations, and liabilities, as provided
by relevant state law;
c)the acquisition effectively transfers control of the partnership (control
here having the same definition as provided by 16 C.F.R. 801.1(b) ).
cc: (redacted)