Question
(redacted)
April 19, 1991
Victor Cohen
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Re:(redacted)
Dear Victor:
This letter confirms our discussion yesterday and supplements my letter to you dated April 3, 1991, a copy of which is attached for your reference.
As I mentioned in my earlier letter, (redacted) are the trustees under nine recorded trusts (the [redacted] which together currently own the fee simple interest in the subject property (the Property).The (redacted) are irrevocable trusts, the settlor of the (redacted) has not retained any reversionary interest, and the settlor has not retained the right to appoint the trustees. Thus, each of the individual (redacted) are separate and distinct persons, and therefore, are their own ultimate parent entities, as defined by 801.1 of the Rules.
With respect to the jurisdictional requirements of the Act, (redacted) has a net worth of $100,000,000.00 or more, and each of the individual (redacted) have assets of $10,000,000.00 or more. However, the total purchase price of the acquisition is approximately (redacted) and since no single trust owns more than an undivided 1/6th interest in the Property, the acquisition fails to meet the size of the transaction test as defined by the Act and the Rules. Therefore, since there are essentially nine transactions, all of which involve a purchase price of less than $15,000,000.00, none of the transactions are subject to the reporting requirements of the Act. This is the case even if the undivided interest in the Property being acquired from any one of the trusts represented fifteen percent or more of such trusts assets, since each of the transactions is less than $15,000,000.00 and, therefore, exempt under 802.20 of the Rules.
If this letter misstates our discussion or the FTCs Staffs interpretation of th Rules as they apply to this transaction, please call me as soon as possible, since the closing of the transaction has been set for July 1, 1991, which is, for various reasons, a firm date which cannot be rescheduled.
Once again, thank you for your help and guidance in this matter.
Very truly yours,
(redacted)