Question
October 4, 1991
John Stipple, jr.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Re: (redacted)
Dear Mr. Stipple:
(redacted) represents 9redacted) in connection with the following:
In (redacted) the Office of Thrift Supervision (OTS) appointed the Resolution Trust Corporation (RTC) conservator for (redacted) a savings and loan association chartered under the laws of the State of (redacted) The assets of (redacted) at that time included the shares of (redacted) corporation and a wholly-owned first-tier subsidiary of (redacted)
By OTS Order No.. (redacted) dated (redacted) the OTS appointed the RTC receiver for(redacted) . At the same time, most of the assets of (redacted) (including the stock of (redacted) were transferred to (redacted) a federal savings association incorporated pursuant to OTS No. (redacted) By OTC Order No. (redacted) (also dated (redacted), the OTS appointed the RTC as conservator for (redacted).. That conservatorship was converted to a receivership by OTS Order No. (redacted) dated (redacted)
The RTC, as receiver for (redacted) has appointed new directors for (redacted) and has directed the liquidation of (redacted) assets. Those assets included (redacted) interest, as Owner Participant, in three aircraft leasing transactions involving Boeing 737 and 747 aircraft currently under lease to national airlines. Because the value of each of the aircraft exceeds$15, 000,000, the prospective buyers of (redacted) interests in the transactions have expressed concern over the need to file premerger Notification and Report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act)
We understand, based on separate informal telephone inquiries by ourselves and by counsel for one proposed purchaser with members of the Federal Trade Commissions legal staff, that dispositions of assets (i) by subsidiaries of financial institutions for which the RTC is acting as receiver, (II) that are subject to the approval of the RTC, are treated for purposes of the Act as transfers from a federal agency, which under Section 7A(c)(4) of the Act are exempt from the notice requirements. Each of the dispositions of (redacted) interest in the trust that owns an aircraft (and in the related documentation), although authorized under applicable corporate law by the directors of (redacted) will have also been approved by the RTC pursuant to its internal procedures relating to the resolution of subsidiaries owned by thrifts in receivership. To allay concerns by (redacted) prospective buyers that the dispositions require the parties to file premerger Notification and Report Forms, we ask that you confirm for us that, under these circumstances, the dispositions by (redacted) will be considered exempt from the filing requirements as transfers by a Federal agency.
In advance, thank you for your consideration of this matter. Please call me at (redacted) if you have any questions regarding the issues raised in this letter.
Very truly yours,
(redacted )
(redacted)