Question
May 18, 1992
VIA FACSIMILE AND MAIL
Victor Cohen, Esquire
Federal Trade Commission
Premerger Notification Office, Room 398
6th Street and Pennsylvania Avenue, NW
Washington, D.C. 20580
Dear Mr. Cohen:
This will confirm my understanding, based on our discussion last week, that in the staffs view the following transaction is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act).
The transaction is the acquisition of substantially all of the assets of a company (the Company), which is a wholly owned subsidiary of a holding company (the Holding Company). The Holding Company is in turn a wholly owned subsidiary of a financial institution (the Financial Institution). The Financial Institution has been put in receivership by the Resolution Trust Corporation (the RTC). As a result, the RTC controls the Financial Institutions Board of Directors.
Our view, with which you tentatively agreed, is that the acquisition is exempt under 15 U.S.C. 18A (c)(4), as a transfer from a Federal agency. The RTC is a Federal agency; it controls the Financial Institution; and the Financial Institution in turn controls the Company selling the assets in the transaction. It would, therefore, appear to fall squarely within the staffs opinion, as reflected in the ABA manual, that the (c)(4) exemption applies to transfers of assets of a subsidiary of a financial institution that has been put in receivership by the RTC. See ABA Premerger Notification Practice Manual, 1991 Edition, # 29.
Please let me know promptly if for some reason my conclusion of the staffs views on this subject are incorrect.
Sincerely,
(redacted)