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Date
Rule
802.20(a); 801.10(b)(3)
Staff
Richard Smith
Response/Comments
7/1/92 advised (redacted) that transaction is non-reportable as long as financials were within 15 months of closing, which he said they would be. Also, he advised that fair market value of assets was deemed by acquiring person to be $11,000,000, the same as the acquisition price which includes the assumption of liabilities.

Question

July 1, 1992

VIA TELECOPY

Richard Smith, Esq.
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Smith:

This letter will confirm our telephone conversations on June 30, 1992, in which we advised you of a hypothetical acquisition involving the following facts: Company A proposes to acquire 100% of the assets of Company B. Company Bs financial statement show that as of September 30, 1991, it had assets of $9 million, liabilities of $11 million, and net sales of $118 million for the fiscal year ended on that date. In addition to assuming Company Bs liabilities of $11 million, Company A will pay Company B $5.00. Company A has determined, in this arms-length transaction, that the fair market value of Company Bs assets is the same as the acquisition price. You advised us that this proposed acquisition would not be reportable under the Hart-Scott-Rodino Act by virtue of 802.20(a) of the Federal Trade Commissions Premerger Notification Rules.

If this does not accurately reflect our conversation, please advise me immediately.

Very truly yours,

(redacted)

cc: (redacted)

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Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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