Question
(redacted)
November 8, 1996
Richard B. Smith, Esq,.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re:Definition of Finance Company for Purposes of 802.64
Dear Dick:
I am writing to inquire about the Staffs position as to whether (redacted) is a finance company for purposes of determining the applicability of the institutional investor exemption set forth in 16 C.F.R. 802.64.
As I explained during our telephone conversation on Monday, November 4, 1996, we believe that (redacted) is a finance company because a substantial portion of its business is financing, including debt financing, consumer financing, leasing and equity financing. For example, (redacted) often provides debt financing to third parties for acquisitions, working capital, project finance and construction, asset securitization, lease financing, including aircraft and other equipment, and equity financing. However, neither 802.64 nor the Statement of Basis and Purpose explaining the institutional investor exemption provides any definition of a finance company. Similarly, the Premerger Notification Practice Manual provides no assistance on this issue.
You informed me that you were unaware of any prior learning regarding the definition of a finance company, but stated that you did not believe that 100% of a finance companys business must be financing. You then agreed that (redacted) appears to be a finance company because of its financing activities and should be able to avail itself of the institutional investor exemption, assuming, of course, that other conditions of the exemption are met. However, you also stated that this was your opinion alone and suggested that I write this letter in order to obtain a more definitive answer.
Thus, I would be grateful if you would inform me of the Staffs position on this matter. Please call me if you have any further questions.
Thank you for your cooperation.
Very truly yours,
(redacted)