Question
March 11, 2004
Mr. B. Michael Verne
Federal Trade Commission
Room 314
600 Pennsylvania Avenue, NW
Washington,DC 20580
Re:Hart-Scott-Rodino Matters
DearMike:
Thiswill confirm our conversation on March 2, 2004 concerningthe application of the Hart Scott Rodino Antitrust Improvements Act of 1976(the "Act") to a proposed transaction.
Thetransaction will involve an acquisition by A, which is a limited liabilitycompany ("LLC"). The sole member of A is a federally recognizedIndian tribe. I asked you to assume for these purposes that the Act's size of person,and size of transaction tests would be met.
Youadvised that based on these facts the acquisition is not reportable. UnderSection 801.1(a)(2), the term "entity" does not include any foreignstate, foreign government, or agency thereof. 16 C.F.R. 801.1(a)(2)(2003). A federally recognized Indian tribe is treated for HSR purposes as a foreignstate or foreign government. With respect to the LLC, you advised that eventhough the LLC is engaged in commerce and is not an agency of the tribe, thetribe is the sole member of the LLC and therefore, the tribe would be regardedas making the acquisition. This, in turn, would render the transaction not reportable.
Please call me promptly at(redacted) if you believe that I misunderstood any part of our conversation.Thank you for your help.