Question
(redacted)
Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Dear Patrick:
This confirms our telephone conversation yesterday in which you advised that the following fact pattern does not create a filing requirement under the Hart-Scott-Rodino Act. (Note: assuming all size threshold are met)
A&B are the only partners in 3 partnerships. A portion of Bs interest in the partnerships was financed by a credit agreement with A. B is now suffering serious financial problems and is in default under the terms of the credit agreement. B is also in default under the terms of the credit agreement because of its failure to pay its share of the partnerships operating costs.
As part of a bona fide debt work-out, a proposes to acquire Bs interest in the 3 partnerships. A will then hold all of the interest in the partnerships. A will then hold all of the interest in the partnerships. On occasion, A has entered into credit agreements similar to the present on with other parties, but is not a bank or any other sort of financial institution.
No aspect of the transaction, including the credit agreement, has been used as a device to avoid compliance with the Hart-Scott-Rodino Act.
Based on the foregoing facts, you advised that As proposed acquisition of Bs interest in the 3 partnerships would be exempt from the requirements of the Hart-Scott-Rodino Act pursuant to 16 C.F.R. 802.63(a) (Acquisitions by Creditors.)
(Note: not involved in Banking, Finance or insurance)
Please let me know whether the foregoing accurately states the view of the Premerger Office.
Thank you.
Sincerely,
cc: (redacted)