Question
(redacted)
April 26, 1991
Preserver Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Gentlemen:
This office represents (redacted) It is in the process of negotiating a ground lease agreement with (redacted) A question has arisen as to whether the transaction is subject to the preserver notification provisions of 15 U.S.C. 18 (A) or whether it is exempt under c(1).
Under the terms of the lease (redacted) is entitled to harvest all timber (redacted) Rent under this lease will be (redacted) which is calculated by multiplying their guaranteed volumes by species by the value assigned to each specie.
The arrangement, under (redacted) State law, involves the conveyance of both an interest in real property and as a sale of goods subject to the Uniform Commercial Code. As finally structured, the transaction may be divided into two parts. The majority would be a timber lease, but a second part would constitute an outright sale of the fee lands.
Neither (redacted) are manufactures. (Redacted) is a dealer in lands, an extractor of timber, and real estate developer. (Redacted) is a timber land dealer. It buys and sells real property. Its primary purpose is to extract standing timber from lands in which it acquires an interest. It exports the vast majority of extracted logs to pacific rim countries. The transaction involves less than 15% of the assets of (redacted)
It is our view that the contemplated transaction constitutes the acquisition of goods or realty transferred in the ordinary course of business. It is therefore our view that it is not a reportable transaction.
We have reviewed the Preserver Notification Procedures Guideline issued aby the FTC, as well as the provisions of the Code. There appears to be no current interpretation of the ordinary transaction provisions. We would request that you consider the above and advises as to whether you share our view promptly. If you require additional information, we would be happy to furnish it. Because closure of the transaction is imminent, we would request your immediate attention to his matter.
Very truly yours,
(redacted)