Question
(redacted)
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580
Re: Filing Requirements; Ultimate Parent Entity
Dear: Mr. Kaplan
Thank you for your time on the telephone today. The following is a description of the transaction I was discussing with you.
1. A partnership will be buying a $20 million (redacted) from another partnership. This (redacted) constitute substantially all of the assets of seller. Thus we know that the $10 million or more test is met for the seller, and we are trying to determine if the $100 million or more test is met for the buyer, and if so, who the ultimate parent entity is.
2. They buying partnership is and will be minimally funded, and, until it buys the (redacted), it will have assessor partnership is a corporation which is and will be minimally funded, and until the (redacted) is purchased, it will have assets of less than $1 million.
3. The buying partnership is a limited partnership and its partnership and its partners and their equity interests (16 CRF 801.1(b)(1)(ii)) are as follows:
10% - General Partner: A corporation owned
1/2 by father and
1/2 by his Adult Son
45% - Limited Partner: Adult son
45% - Limited Partner: Testamentary (irrevocable) Trust
for the benefit of Adult Daughter; Adult Son is trustee
The voting interest for selection of the general partner (16 CRF 801.1 (b)(ii)(2)) would be in effect be held 5% by Father and 95% by Adult Son as follows:
5% Father through Corporate General Partner
5% Adult Son though Corporate General Partner
45% Adult Son as limited partner
45% Adult Son as trustee of trust for Adult Daughter as limited partner
4. Father has assets of less than $100 million, as do Adult Son, and Adult Daughter. Their combined assets total approximately $130 million. Most of their combined assets are held by a general partnership of which Father owns 50%, Adult Son owns 25% and Adult Son as Trustee of the trust for Adult Daughter indirect party to the purchase of this hotel.) Thus, pursuant to 16 CFR 801.1(b)(1)(11), Father, controls assets of approximately $130 million.
5. The questions then are:
Does buyer meet the $100 million or more test?
Who is buyers Ultimate parent entity?
Please excuse the outline presentation of this situation, but I felt it was the clearest way to express the question. Counsel for seller and I have been diligently researching these questions but neither of us feels sure of the answers. I thank you again for your promise to let me know your responses as soon as possible. When you are ready please telephone me with your response so we will not have the delay of waiting for the mail.
I hope you and your family have a good holiday season.
Very truly yours,
cc: (redacted)