Question
(redacted)
January 17, 1996
Via Facsimile No. (202) 326-2624
Premerger Notification Office
Room 303
Federal Trade Commission
6th & Pennsylvania Avenue
Washington, D.C. 20580
Re: Hart-Scott-Rodino Act; Premerger Notification Filing Exemption Confirmation Request
Dear Smith:
Our client (the Client) proposes to purchase substantially all of the assets of a (redacted) from its present owner (the Owner). Substantially all the assets of the Owner consist of realty assets including, unimproved real property, residential real estate subdivisions (including land and single family residences in various stages of development), and other assets incidental to the ownership of such real property and residential improvements. In addition, certain other assets that could be considered to be nonrealty assets may be involved in the sale, including but not limited to, office equipment, employment and lease contracts, construction equipment and supplies, as well as mortgage and/or brokerage commission contracts. The approximate total value of all of the assets to be acquired by the Client is fifteen million one hundred thousand dollars ($15,100,000.00).
It is our understanding that it is permissible to segregate the realty assets from the nonrealty assets, and to exclude the realty assets for the purposes of determining aggregate total assets pursuant to 15 U.S.C. Rule 18(a)(3), even if the combined acquisition of realty and nonrealty assets constitutes all or substantially all of the assets of the Owner. Therefore, since after the transaction the Client will hold aggregate total nonrealty assets of the Owner (acquired person) in an amount less than fifteen million dollars ($15,000,000.00), our understanding is that this transaction qualifies for the exemption provided by 15 U.S.C. Rule 18a(c)(1) and 16 C.F.R. Rule 802.1(b). We also understand that because of the applicability of the exemption, all of the above parties to this transaction are exempt from the reporting requirements and waiting eriod requirements imposed by 15 U.S.C. Rule 18a(c)(1) and 16 C.F.R. Rule 801 through Rule 803 (the Regulations), and accordingly, no filing or waiting period by any of these parties is required under either the Act of the Regulations if this transaction is consummated.
Please confirm that the foregoing correctly states that the exemption will apply to this transaction, and that no waiting period or filing is required by any of the parties to this transaction under the Act or the Regulations.
Sincerely,
(redacted)