Question
November 6, 1991
William Schechter, Esq.
Federal Trade Commission
6th St. & Pa. Avenue, NW
Washington, D.C. 20580
Re: (Redacted)
Dear Mr. Schechter:
As I mentioned to you at the conclusion of our telephone conversation of October 31, 1991, I am sending this letter to you as a follow-up to confirm my understanding that a Pre-Merger Notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is not required in connection with the above-referenced transaction.
To reiterate the relevant facts, on (redacted) (the Seller) entered into an Asset Purchase Agreement with (redacted), an existing corporation that operates (redacted) processing, packaging and distribution facilities. Pursuant to the Asset Purchase Agreement, Seller agreed to sell and (redacted) agreed to purchase substantially all of Sellers properties and assets. The aggregate purchase price for all of the assets is $17,000,000. The assets include real estate, buildings and other improvements valued at an estimated $3,500,000. The real estate is to be acquired by (redacted), an existing general partnership that owns and operates real property, and (redacted) will assign its rights to (redacted) with respect to the acquisition of the real estate.
(Redacted) is a corporation owned by four shareholders, each owning 25% of the outstanding common stock of (redacted). (Redacted) is a general partnership with four general partners, each having a 25% interest in the partnership. The shareholders of (redacted) are the same four persons that are the partners of (redacted). I would like to confirm my understanding that because no person controls either (redacted) or (redacted), each of (redacted) and (redacted) is its own ultimate parent entity and that therefore no acquiring person will hold assets of the acquired person in excess of $15,000,000 in connection with the transaction. Further, because on the facts stated the acquisition of the real property by (redacted) has a legitimate business purpose, it is not a transaction entered into for the purpose of avoiding the obligation to comply with the requirements of the Act. As a consequence of all of the foregoing, the filing of Pre-Merger Notification is not required with respect to the above-described transaction.
As we discussed, if you disagree with the conclusions stated in this letter, please let me know so that we can prepare the appropriate filing. Otherwise, I will presume that the conclusions stated above are correct and we will proceed with the transaction on the basis that Pre-Merger notification filing is not required.
Very truly yours,
(redacted)
cc: (redacted)