Question
(redacted)
April 30, 1998
Mr. Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: HSR Notification with Respect to Acquisition of the Outstanding Interest in an LLC
Dear Patrick:
Pursuant to our telephone conversations of last week, I am writing to seek your guidance regarding the size of the transaction issue and whether a HSR filing will be required under the following circumstances:
The contemplated transaction relates to a LLC which was formed in 1996. [v/s ? 801.40 - No] My client (redacted) an indirectly wholly-owned subsidiary of (redacted) (formerly (redacted) each took a 50% interest in the LLC (redacted) and (redacted) are not part of the same "person" and have different ultimate parent entities (redacted) entered into a transaction pursuant to which it purchased an undivided 50% interest in all of the assets and certain liabilities of (redacted). Immediately after this purchase (on the same day) (redacted) each contributed its respective 50% interest in the assets and liabilities to the LLC. In connection with (redacted) purchase of an undivided 50% interest in all of the assets and certain liabilities of (redacted) filed a notification and report form and observed the waiting period. For your information, I am enclosing a copy of (redacted) HSR filing from 1996.
Now (redacted) will purchase (redacted) 50% interest in the LLC for less than $15 million. the parties have not entered into a new agreement with respect to this transaction: instead, the purchase is being made pursuant to a "Call Option,: including an established formula [the fair market value for the interest not previously filed for under (not legible)] for calculating the acquisition price, contained in the Limited Liability Agreement executed by the parties in order t provide for the operation and management of the LLC.
Based on our previous conversations, it is my understanding that for HSR purposes, the proposed transaction is treated as an acquisition of the remaining partnership interest and as such, an acquisition of the assets underlying the partnership. Here, however, (redacted) already acquired an undivided 50% interest in these same assets in a reported transaction approximately two years ago. Thus attributing 100% of the value of all of the assets of $13,734.00 and total liabilities of $7,944,741.08.
In addition, we request that the enclosed be kept confidential and not be disclosed to any person who is not an employee of FTC. [What is the fair market value for the remain 50% interest now prev. filed for]
If you have any questions or comments, please call. As always, your assistance is very much appreciated and I look forward to hearing from you at your earliest convenience.
Very truly yours,
(redacted)