Question
(redacted)
December 23, 1987
Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580
Dear Mr. Sharpe:
This is to confirm our telephone conversation of December 21, 1987. During this conversation, I explained a technical restructuring of a company which we represent, and you agreed with me that this restructuring would not necessitate a Hart-Scott-Rodino filing. The facts which we discussed are as follows:
We represent Company X which is a Netherlands Antilles
corporation, doing business in the United States. The ultimate
parent of Company X is Company Z which also is a Netherlands
Antilles corporation. As the tax treaty between the United States
and the Netherlands Antilles has recently expired, Company Z
has decided to restructure Company X into a Netherlands
corporation. Therefore, Company Z has created Company Y
which is a Netherland corporation. Company Z also is the
ultimate parent of Company Y. Company Y will acquire all
of the assets of Company X in a non-taxable transaction.
Company Z has total assets or annual net sales of over $100
million and over $15 million worth of assets in the United
States is being acquired from Company X.
It is my understanding from our discussion that inasmuch as Company Z is the ultimate parent of Company X and Y, then Company Ys acquisition of Company Xs assets does not necessitate a Hart-Scott-Rodino filing pursuant to Premerger Notification Rule 802.30.
Based on our discussion, we do not intend to make a Hart-Scott-Rodino filing with respect to Company Ys acquisition of Company Xs assets. If, for reason, you now believe this acquisition would necessitate a Hart-Scott-Rodino filing, Please let me know as soon as possible.
Best wishes.
Sincerely yours,
cc: (redacted)