Question
(redacted)
March 4, 1998
VIA FACSIMILE
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re:Premerger Notification Requirements Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the Act)
Dear Mr. Sharpe:
I am writing to you to confirm the telephonic conversation we had on February 27, 1998, regarding application of the acquisitions solely for the purpose of investment exemption found under 802.9 of the Act (the Exemption). In our conversation you informed me the XYZ LP may use the Exemption under the facts set forth below.
1. Parent, Inc. intends to acquire Target. Inc. in a stock for stock merger (the Transaction). Upon consummation of the Transaction, Parent, Inc. will be the sole stockholder of Target Inc.
2. XYZ LP a limited partnership is a stockholder of Target, Inc. and will acquire in excess of $15 million in Parents voting securities in connection with the Transaction. The securities to be acquired y XYZ, LP will not amount to 10% of the outstanding voting securities of Parent.
3. XYZ, LP consists of approximately 90 limited partners and one general partner (GP).
4. GP is a general partnership with eight general partners, one of whom, X, is a director of Parent, Inc. It is anticipated that X will continue to serve as a director of Parent Inc. after the consummation of the Transaction.
You may recall that pursuant to our discussion you advised me that based on these facts the Exemption was available to XYZ, LP. Your rationality was notwithstanding the fact that one of the eight general partners of the sole general partner of XYZ, LP does not have the ability to participate in the formulation, determination or direction of the basic business decisions of Parent, Inc.
Based upon the above information, it is our view that XYZ, LP is not required to file a Notification and Report Form. Please confirm that this is correct.
If you have any questions or comments regarding our conclusions, please call me at te above-referenced telephone number. Thank you in advance for your prompt consideration of these matters.
Very truly yours,
(redacted)
cc: (redacted)