Question
(redacted)
March 10, 1998
VIA TELECOPY
Ms. Nancy Ovuka
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re:(redacted)
Dear Nancy:
Attached is an outline of a transaction that involves the transfer of a (redacted) and certain (redacted). We believe that the described transaction is exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act.
We would appreciate your thoughts at your earliest convenience.
Sincerely,
(redacted)
cc: (redacted)
For purposes of analysis, assume that all relevant size-of-person and size-of-transaction tests are met.
1.Several controlled entities of A, including A1, issue credit cards (including bank credit cards and private label credit cards) to consumers. A1 owns 100% of the accounts of a certain bank card portfolio (the Accounts) and a 25% interest in the receivables relating to such portfolio (the Receivables)
2.Several controlledentities of B, including B1, issue credit cards (including bank credit cards and private label credit cards) to consumers B1 and B2 (also a controlled entity of B).
3.C1 a controlled entity of C, and D1, a controlled entity of D, intend to enter into a transaction whereby C1 and D1 will purchase the following:
A.C1 will acquire from A1 3/4 of the Accounts;
B.C1 will acquire from A1, B1, and B2, 3/4 of the Receivables;
C.D1 will acquire from A1 1/4 of the Accounts, and
D.D1 will acquire from A1, B1, and B2 1/4 of the Receivables.
4.Following the sale of the Accounts and Receivables to C1 and D1:
A.Other controlled entities of A will still issue bank credit cards and private label credit cards to consumers; and
B..B1 will still issue private label credit cards to consumers, and other controlled entities of B will still issue bank credit cards and private label credit cards to consumers.
5.Since the person of which each of A and B are included will still extend consumer credit after the sale of the Accounts and Receivables to C1 and D1, the foregoing transaction should not be subject of the reporting requirements of the Hart-Scott-Rodino Antitrust to be conducted in the ordinary course of all of the parties respective businesses.
(redacted)
Please Note: I have saved the two letters I found as 9803007a and b