Question
(redacted)
July 16, 1999
Richard B. Smith
Federal Trade Commission
Premerger Notification Office
6th Street & Pennsylvania Ave., NW
Washington, D.C. 20580
Re:Hart-Scott-Rodino Reportability and Limited Liability Companies
Dear Mr. Smith:
I write to confirm the telephone conversation we had yesterday afternoon regarding the Premerger Notification Offices ("PNO") interpretation of the reportability of an acquisition of the membership interests in an existing limited liability company ("LLC"). Specifically, based on our conversation it is my understanding that the PNO would view the acquisition by a third party of 100% of the membership interests in an existing LLC that was wholly owned by its ultimate parent as an asset acquisition. As you explained, given that such an acquisition is viewed as an asset acquisition, it is only a reportable event if the total value of the assets being acquired (including liabilities assumed, payments for non-compete clauses, etc.) are greater than $15 million.
In light of the dispositive nature of this issue, please let me know if my understanding of our telephone conversation is incorrect. Thank you for your assistance with this matter.
Very truly yours,
(redacted)
cc: (redacted)