Question
Hy Rubenstein
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Mr. Rubenstein:
I am writing this letter to confirm the oral advice you provided yesterday over the telephone regarding the applicability to the following transaction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the FTCs implementing regulations (collectively, Hart-Scott):
Ultimate parent entities A and B, who meet any applicable
Size-of-person tests, intend to form a new partnership. As
part of the formation transaction, A will contribute assets
to the partnership valued at approximately $39 million. B
will contribute $19.5 million in cash to the partnership,
which sum will, in turn, be paid by the partnership to A. A
and B will each have 50% control of the partnership.
You indicated that the above transaction constitutes an exempt partnership formation transaction which is not reportable under Hart-Scott. You also indicated that the transaction would remain nonreportable under Hart-Scott even if the partnership itself were created a short time prior to the closing on the asset and cash contributions, as long as the partnership formation and cash and asset contributions were contemplated by the parties to be part of a single overall transaction.
If the above does not accurately reflect the advice you provided regarding the nonreportability of the described transaction, please call me immediately.
Very truly yours,
(redacted)