Question
VIA FACSIMILE
February 15, 1995
Victor Cohen
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Re: Application of Hart-Scott-Rodino Antitrust Improvements Act of 1976
Dear Victor:
The purpose of this letter is to confirm our telephone conversation of yesterday in which you stated that the Premerger Notification Office will consider the transaction outlined in this letter to be exempt from the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act) because of the application of Section 7(c)(4) of the Act and/or 16 C.F.R. 801.1(a)(2) of the regulations promulgated under the Act.
The transaction involves the lease of (redacted) In connection with the lease, the not-for-profit corporation will purchase certain assets, such as inventory and supplies, and also may assume certain related liabilities. Because the transaction involves a city, the conclusion that no filing is required is reached without having to analyze whether or not assets can be viewed as being acquired by the nor-for-profit corporation under the lease or what the value of the purchased assets and assumed liabilities will be. (Redacted)
On the basis of this advice, the parties intend to consummate the transaction without filing under the Act. Please telephone me at (redacted) if you are not in agreement with my restatement of the Premerger Notification Offices determination that this transaction between the city and the not-for-profit corporation is outside of the notification provisions of the Act.
Very truly yours,
(Redacted)
(Redacted)