Question
(redacted)
April 30, 1998
Michael Verne
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re:Informal Interpretation of Premerger Notification Requirements Under 16 C.F.R. Part 802
[7A(c)(1)]
Dear Mr. Verne :
Thank you for speaking with my associate (redacted) yesterday about Federal Trade Commission (FTC) premerger notification requirements pursuant to the Hart-Scott-Rodino Antitrust Improvement Act, specifically, exemptions from notification set forth at 16 C.F.R. Part 802. We would like to confirm our understanding of the FTC staffs position on the issue discussed.
During your telephone conversation, it is my understanding that you discussed whether a newly formed corporation (redacted) that will become a savings and loan holding company upon receipt of approval by the Office of Thrift Supervision of its application to charter a federal savings bank need file a Notification and Report Form pursuant to 16 C.F.R. Part 803 prior to purchasing certain assets. As indicated, the proposed savings and loan holding company seeks to acquire a number of credit cards receivables and deposits from an established banking institution, the (redacted). The acquisition will constitute less than all or substantially all of the assets of the selling institutions operating unit and does not constitute the sale of a department or other subdivision currently owned by the selling institution (redacted). Notably, the acquisition involves fewer than one hundred million dollars ($100,000,000,000) in assets from (redacted) which is a four billion dollar ($4,000,000,000) lending institution.
Further, as we discussed, if the Office of Thrift Supervision had already granted federal savings bank charter to (redacted), the proposed subsidiary to which (redacted) will transfer the credit card receivable and deposits, then that institution would be engaged in precisely the type of lending and deposit-taking activities that this transaction comprises. As you noted, at such time as the charter is granted (redacted) Banks contemplated transaction would qualify for an exemption pursuant to 16 C.F.R. Section 802.1 for the acquisition of goods in the ordinary course of business.[7A(c)(1)]
Based on the foregoing, we understand the FTC staffs position to be that the proposed [Exempt under 7A(c)(1)] transaction does not fit squarely within any exemption set forth at 16 C.F.R. 802. However, it is our understanding that FTC staff have made an informal interpretation that (redacted) is exempt from the Notification and Report filing requirements set forth at 16 C.F.R. 803 at this time and need not make any other application to FTC or Department of Justice prior to consummating the proposed acquisition.
At your earliest convenience, please let (redacted) me know at the telephone number or address listed above, if our understanding is incorrect.
Thank you,
[Agree - as noted 5/1/98]
cc: (redacted)