Question
June 14, 2007
VIA E-MAIL AND U.S. MAIL
Michael Verne, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Ave., NW
Washington, DC 20580
Dear Michael:
I am writing to confirm ourtelephone conversations and messages of June 11 and 12.
As we discussed, Company A proposesto acquire 100% of the stock of four separate issuers (collectively,"Company B"). All four issuers are directly or indirectly owned bythe same UPE. We are assuming for purposes of this letter that the size of theparties test is satisfied. Company B operates two resorts, whose facilitiesinclude hotels (the "Hotels"), extensive ski facilities and otherrecreational facilities, such as golf courses. Company B's assets also includeundeveloped land, which has been zoned residential (the "Excluded Land"). The total purchase price for the stock ofCompany B is in excess of $59.8 million.
Company A will immediately, afterclosing on the acquisition of the stock of
Company B, sell all of the assets ofCompany B, except for the Excluded Land, to Company C. Company C is a REIT.
The fair market value of the Hotelsand the Excluded Land is such that, if such assets are exempt assets forHSR purposes, the fair market value of the non-exempt assets of Company B isless than $59.8 million.
As noted above, theExcluded Land is zoned residential. Company A is retaining the Excluded Land with the intent to develop it as residentialproperties. Detailed plans have been prepared to develop the Excluded Land as residential properties. Permits to actually beginconstruction have not, however, been issued.
You advised us that, assuming thefair market value determinations above are reasonable and determined in goodfaith pursuant to 801.10(c), Company A's acquisition of the stock of CompanyB is exempt from the filing requirements of the HSR Act under 16 C.F.R. 802.4. Specifically, the Hotels are an exempt asset under 802.2(e) and the"Excluded Land" is exempt residential property under 802.2(d).
Thank you for yourconsideration of this matter. If my understanding is in any way inaccurate,please contact me at your earliest convenience.
(redacted)