Question
(redacted)
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: Request for Informal Interpretation under 803.30 of the Hart-Scott-Rodino Rules
Dear Mr. Sipple:
This letter will confirm our telephone conversation of last Friday in which I requested an informal interpretation under 803.30 of the Commissions Hart-Scott-Rodino rules. The question I posed was as follows:
Seller wishes to transfer a plant (including production and separate storage facilities) and certain inventory to two related purchasers are and for some time have been two separate corporations, one a manufacturer/wholesaler and the other a retailer. The Purchaser corporation have identical shareholders, but neither is controlled by any other entity. The purchaser corporations are, however, operated and managed as a common enterprise and have the same chief executive officer. This structure predates the negotiations for these purchases and was not created for purposes of this transaction or for avoidance of premerger notification filings.
As a result of negotiations between the seller and the purchaser, the production and storage facilities will be sold to the manufacturer/wholesaler corporation, and related product inventory will be sold to the retailer corporation. The purchases are structured as asset transfers. The fair market value of the plant and storage facilities is less than $15 million. The combined value of the plant and storage facilities and the inventory exceeds $15 million.
You have told me, first, that the purchaser corporations are each acquiring persons in two transactions which are separately analyzed for Hart-Scott- Rodino purposes. Under the facts which I have supplied, neither of these transactions is reportable because neither is valued at more than $15 million.
You have also told me that no 801.90 issues arises under these facts, because (1) the purchaser corporation s have been separate persons for some period of time and not for purposes of avoiding reporting and (2) there appears to be a facilities and the inventory to the separate purchaser corporations.
If this summary does not comport with you understanding of our conversation, I would appreciate your contacting me promptly. Thank you for your assistance.
cc: (redacted)