Agree This is not reportable.
Question
August 2, 2007
B Michael Verne
Premerger Notification Office
Federal Trade Commission
6th Street & Pennsylvania Avenue, NW Room 310
Washington, DC 20580
Re: Acquisition of (redacted)by (redacted)by merger under supervision of National Credit Union Administration ("NCUA") Both (redacted)and (redacted)are federally chartered credit unions under the supervision of the NCUA. We are writing to you for your concurrence with our analysis of the application of the size of transaction thresholds to the proposed merger under the Hart Scott Rodino premerger notification provisions under 15 U.S.C. 18a (a)(2).
As of June 30, 2007, (redacted)had assets of $261,279,795 per its monthly financial statement. The June 30, 2007 NCUA 5300 Call Report is not yet available. For purposes of this analysis it is assumed that that the assets reported in the Call Report of both (credit unions) companies will not be materially different from the currently available financial statements.
In calculating whether the Merger meets the size of transaction test under 15 U.S.C. 18a (a)(2)(B)(i), we believe that the assets listed below are properly excluded in determining the size of the transaction. We are basing our analysis, in part, on your conclusions in regards to a similar transaction involving credit unions ("informal determination") which we understand was contained in a FOIA response issued by your office on February 10, 2002.
Total (redacted)Assets as of 06/30/2007 $261,279,795
Assets that we believe are excluded in the calculation of the size of the transaction would include specifically the following items shown on (redacted)'s Financial Statements, and supplementary accounting detail, copies of which we have attached:
1. Cash and Cash on Deposit
$17,718,860
2. Investments
29,936,071
3. Prepaid Expenses
154,630
4. 1St Mortgages and Lines of Credit
142,956,721
5. Other Real Estate Loans
13,760,748
6. Land & Buildings, net
None
7. Other Fixed Assets, net
351,837
Total Exclusions
$204,878,867
Based on the foregoing, (redacted) reflects a total asset value of $261,279,795 on its Financial Statements. The total excluded assets included in that amount are $204,878,867 (see preceding detailed computation). The total assets, less the excluded assets, therefore, is $56,400,928 which is below the transaction threshold of $59,800,000 set forth in 15 U.S.C. 18a (a)(2)(B)(i). Accordingly, the merging parties are not required to file a pre-merger notification under 15 U.S.C. 18a.
Please contact me directly as to whether you agree with our conclusion with respect to this transaction. Your assistance is greatly appreciated.
Very truly yours,
See image file for additional information.
August 28, 2007
B. Michael Verne
Pre-merger Notification Office
Federal Trade Commission
6th Street & Pennsylvania Avenue, NW Room 310
Washington, DC 20580
RE: Acquisition of (redacted) by (redacted) by merger under supervision of National Credit Union Administration ("NCUA")
Dear Mr. Verne:
Thank you for your telephone message to (redacted) last week responding to (redacted) letter dated August 2, 2007, and confirming (redacted)'s calculation of the asset size of its contemplated merger transaction with (redacted). Your message further concluded that the adjusted asset level of the transaction is below the threshold requiring the filing of a pre-merger notification under 15 U.S.C. section 18(a).
Your timely review and prompt response are much appreciated.