Question
(redacted)
June 2, 1988
By telecopier
John M. Sipple, Jr.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Mr. Simple:
This is to confirm our recent conversation concerning the application of Rule 802.51(b)(1) of the Hart-Scott-Rodino Rules to the following facts.
A (a foreign person) proposes to acquire from B (a U.S. person) Bs foreign subsidiary C. Prior to the closing, C will hold less than $15 million of assets located in the U.S., with the exception of a loan of $100 million from c to a U.S. subsidiary of b. Simultaneous with the closing of the acquisition fo C by A, A will assume the indebtedness owing from Bs U.S. subsidiary to C. The debt assumption agreement provides that the assumption shall be in consideration of and in connection with the execution of the acquisition agreement. Thus, subsequent to the closing, A would owe $100 million to its newly acquired subsidiary, C; C would no longer hold an asset - - indebtedness owing from a U.S. borrower - - arguably located in the U.S.
On these facts, you stated that no filing is required by Rule 802.51(b)(1) because, subsequent to the acquisition, A will not have control of an issuer which holds assets located in the U.S. having an aggregate book value of $15 million or more.
Please let me know if this accurately reflects your advice.
Thank you for your assistance.
Sincerely,
(Redacted)
(Redacted)