Question
(redacted)
September 23, 1996
By Federal Express
Mr. Patrick Sharpe
Compliance Specialist
Premerger Notification Office
Federal Trade Commission
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Mr. Sharpe:
Re:HSR Notification with Respect to
Acquisition of the Outstanding
Interest in an LLC
I am writing to confirm the advice that you gave to me concerning my clients contemplated acquisition of the remaining outstanding interest in a Limited Liability Company (LLC) that it does not already own.
As I explained, the LLC was created last year. My client took a 60% interest in it and another entity part of a different person than my client took the remaining 40%. The LLC has two businesses. One was acquired from the 40% owner in a transaction with respect to which, based upon our discussions with you last year, my client as the ultimate parent of the LLC filed a notification and report form and observed the waiting period. The other business was acquired from a third party in a transaction with respect to which my client also filed a notification and report form and observed the waiting period. In sum, all of the business assets of the LLC were acquired in transactions for which my client complied with the Hart-Scott regulatory scheme.
My client is now going to acquire the 40% interest in the LLC that it does not own. Based upon our discussions, you advised me that the policy of the Premerger Office was that this transaction would not be deemed a reportable transaction.
As always, thank you for your assistance.
Very truly yours,
(redacted)