Question
(redacted)
August 9, 1990
Jeffrey Dahnke, Esq.
Staff Attorney
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re:Hart-Scott-Rodino (HSR) Filing - Resolution Trust Corporation (RTC) Transaction
Dear Mr. Dahnke:
This letter requests confirmation of the opinion you expressed to me on the telephone recently on behalf of the Staff of the Federal Trade Commission (FTC) relating to the premerger notification and waiting period requirements of HSR in connection with transactions with the RTC.
The facts are as follows:
(redacted) a national banking association (redacted) has agreed in principle to purchase approximately $30,000,000 of second mortgage receivables (Assets) of a failed savings and loan association, (redacted) the receivership of the RTC. (redacted) is a newly established association, under the conservatorship of the RTC, formed to be the owner of all of the assets of (redacted) will be the transferee of the Assets to (redacted) . Attached to this letter, for your reference on these matters, are Office of Thrift Supervision Orders (redacted) .
Title 15, Section 18(a)(c)(4) of the United States Code provides an exemption from the premerger notification and waiting period requirements of HSR for transactions that are transfers to or from a Federal agency or State or political subdivision thereof. Since both (redacted) and (redacted) are under the receivership and conservatorship, respectively, of the RTC, a Federal agency established under the the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), Public Law No. 101-73, 103 Stat. 183, the Assets transferred to (redacted) in this proposed transaction will be from a Federal agency and, therefore, exempt from HSR.
I also refer you to Title 12, Sections 1821(c)(1), (2) and (d) of the United States Code which discuss generally the powers of a receiver and conservator under FIRREA.
The undersigned is of the opinion that the transaction is exempt from the requirements of HSR and, in our recent telephone conversation, you said that the Staff of the FTC was of the same opinion.
If you would be so kind as to confirm the position of the FTC by return mail, I would be most appreciative. The referenced transaction is scheduled to take place in the beginning of October 1990, therefore, a prompt response is requested.
If you have any questions about this matter, please do not hesitate to contact me. Additionally, you will notice that I have sent a copy of this letter to the Antitrust Division of the Department of Justice for its information.
Very truly yours,
(redacted)
(redacted)
cc:Director of Operations
Antitrust Division
Room 3218
Department of Justice
Washington, DC 20530
cc: (redacted)