Question
May 6, 1993
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Federal Trad Commission
Bureau of Competition
Pre-Merger Notification Office
6th Pennsylvania Avenue, NW
Washington, D.C. 20580
Re: Hart-Scott-Rodino:Ordinary
Course of Business Exemption
Dear Melea:
I am writing to confirm our telephone conversation of todays date in which you agreed that following transaction would no be reportable by either seller or purchaser under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, codified at 15 U.S.C. 18a:
Seller is not-for-profit corporation organized for charitable purposes with over $1 billion in assets. Purchaser is a company, subject to the requirements of the Real Estate Investment Trust Act of 1960, as amended, with assets in excess of $100 million. Purchaser proposes to acquire on shopping center, consisting of the assignment of a ground lease and the transfer of adjacent land in fee simple, with accompanying improvements, for a total purchase amount of approximately $16, 050,000.
It is my understanding from our conversation that this transaction will be exempt under the ordinary course of business exemption codified in 15 U.S.C. 18a(c)(1), provided purchaser is a qualified real estate investment trust (REIT) pursuant to the terms of the Internal Revenue Code of 1986, as amended. This exemption applies to REITs even when the property they are purchasing is an income-producing shopping center and the seller is not selling the property in the ordinary course of its business.
If my understanding as reflected in this letter is in any way inconsistent with the position of the FTC on this issue, please notify me immediately. Thank you for your assistance in this matter.
Sincerely,
(Redacted)
cc: (redacted)