2411007 Informal Interpretation

us-ftc-hsr-informal-interpretations-fd3f5645613d68293338bc68b3231a372411007 Informal InterpretationGuidance

Date
Rule
801.10, 801.11
Staff
Vesselina Musick
Response/Comments

Confirming that you may exclude Loans/Lines of Credit (1st) and Loans/Lines of Credit (Junior). To the extent the lease receivables are the monthly payments by the lessee, they would represent income for the credit union and should be treated like cash, i.e., may be excluded. However, the value of the automobiles that the credit union presumably owns and leases should be included in the asset calculation.

Question

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Tuesday, November 5, 2024 11:59:02 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Request for Interpretation

Confirming that you may exclude Loans/Lines of Credit (1st) and Loans/Lines of Credit (Junior). To the extent the lease receivables are the monthly payments by the lessee, they would represent income for the credit union and should be treated like cash, i.e., may be excluded. However, the value of the automobiles that the credit union presumably owns and leases should be included in the asset calculation.

From: [Redacted]
Sent: Tuesday, October 29, 2024 3:08:55 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Request for Interpretation

I have a question regarding the calculation of the size-of-transaction with respect to the merger of two credit unions. We have reviewed Informal Interpretation No. 0112004 dated December 10, 2001. That informal interpretation provides that certain assets reported on the National Credit Union Administrative Call Report Form 5300 may be excluded in determining whether the size-of-transaction pre-merger reporting thresholds have been met. Form 5300 has been revised since 2001; a copy of the current form is attached for your reference. Based on the classification of the assets in the informal interpretation and our understanding of where those assets are reported in the current version of Form 5300, we believe the following asset classes may be excluded from the size-of-transaction calculation:

  1. Cash and Other Deposits

Cash on Hand - Line 1(a) / Code 703A

Cash on Deposit – Line 2(d) / Code 730B

  1. Investments

Total Investment Securities – Line 12 / Code AS0013

Other Investments – Line 14 / Code AS0017

  1. Mortgages and Leases

Loans/Lines of Credit (1st) – Line 9 / Code 703A

Loans/Lines of Credit (Junior) – Line 10 / Code 386A

Lease Receivable – Line 7 / Code 002

Please let me know if you have any questions regarding this request or need additional information. We would like confirmation that we may still rely on Informal Interpretation No. 112004 and that our understanding of the assets that may be excluded under the current version of the form is correct.

1111
1 ■-
Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, November 5, 2024 11:59 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: Request for Interpretation
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Tuesday, November 5, 2024 11:59:02 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Request for Interpretation
Confirming that you may exclude Loans/Lines of Credit (1st) and Loans/Lines of Credit (Junior). To the extent the lease
receivables are the monthly payments by the lessee, they would represent income for the credit union and should be
treated like cash, i.e., may be excluded. However, the value of the automobiles that the credit union presumably owns
and leases should be included in the asset calculation.
Kind regards.
Vesselina Musick
Attorney | Federal Trade Commission | Premerger Notification Office
Direct +1 202.326.2307 | Email: vmusick@ftc.gov | www.ftc.gov
From:
Sent: Friday, November 1, 2024 4:26 PM
To: Musick, Vesselina <vmusick@ftc.gov>; Thomas, Oliver H. <OThomas@lewisrice.com>
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Request for Interpretation
Vesselina,
I am	told these are	direct auto	leases made by	the	target	credit union (the	credit union is	the	lessor).
Also – can	you please clarify whether you	are	in	agreement	regarding	the	other	items	in 3	below	(Loans/Lines of
Credit (1st)	–	Line	9	/	Code	703A and	Loans/Lines	of Credit (Junior) – Line 10 / Code	386A?
Thanks	for your	help,
auto mat c do w nlo ad o f th s p ic u e
From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Friday, November 1, 2024 2:03 PM
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: [EXTERNAL] RE: Request for Interpretation
We agree regarding cash and investments. Could you please explain and provide examples of what is included in lease
receivables?
Kind regards.
Vesselina Musick
Attorney | Federal Trade Commission | Premerger Notification Office
Direct +1 202.326.2307 | Email: vmusick@ftc.gov | www.ftc.gov
1
Complete printed PDF page 1
From:
To: HSRH elp < HSRHe lp@ftc.gov>
Sent: T uesday, Octobe r 29 , 2024 3: 08 :55 PM ( UTC-05:00) Eastern Ti me (US & Cana da)
Cc:
Subject: Request for I nterpretat ion
I have a question rega rd ing t he calculation of the size-of-transaction with respect to the merger of two credit
union s. We h ave reviewed Info r ma l Interpretation No. 0112004 dated December 10, 2001. That infor mal
interpretation provides t hat certain assets reported on the National Credit Union Admin istrative Call Report Form
5300 may be excluded in determ ining whether the size-of-transaction pre-merger reporti ng thresholds h ave been
met. Fo rm 5300 h as been revised since 2001; a copy of the current form is attached for your reference. Based on
the classification of the assets in the infor mal interpretation and our understand ing of where those assets are
reported in the current version of Form 5300, we believe the fo ll owi ng asset classes may be excluded from the
size-of-transaction calculation:
1. 	Cash and Ot her Deposits
Cash on Hand - Line 1(a}/ Code 703A
Cash on Deposit - Line 2(d} I Code 730B
2. 	Invest me nts
Total Investment Securities - Li ne 12 / Code AS0013
Other Investments - Line 14 / Code AS0017
3. 	Mortgages and Leases
Loans/Lines of Credit (1st}- Line 9 / Code 703A
Loans/Lines of Credit (Ju n ior}- Line 10 / Code 386A
Lease Receivable - Li ne 7 / Code 002
Please let me know if you have any questions regarding this request or need add itional information. We wou ld like
confirmation that we may still rely on Infor ma l Interpretation No. 11 2004 and th at our understanding of the assets
that may be excluded under the cur rent version of the form is co rrect.
2
Complete printed PDF page 2

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