8702011 Informal Interpretation

(redacted)

Joe Price
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:

Dear Mr. Price:

This letter confirms our telephone conversation of Property of February 24, 1987 regarding an acquisition by a (redacted). You indicated that it was the position of the Federal Trade Commission that in connection with an asset acquisition a Hart-Scott-Rodino filing is not required if as a result of the sale the acquiring person will not hold all substantially all of the assets or acquire a division of the entity from which the assets are acquired . The interpretation is based on the exemption found in 802.1(b) of the regulations, 16 CFR section 802.1(b) defining a sale in the ordinary of business.

the facts of the instant case are as follows:

(redacted) intends to acquire (redacted) from (redacted) the affected (redacted) were issued by (redacted) in connection with agreements with (redacted). Approximately (redacted) are involved in the acquisition of the (redacted) presently held by (redacted).

(redacted) would not be purchasing all of the (redacted) would continue to engage in the (redacted) and would continue to provide (redacted) related ( redacted) under (redacted). The amount of the sale is approximately (redacted) expects to have an ongoing relationship with (redacted) after the acquisition.

As we discussed the regulations are silent on the definition of solely for the purpose of investment.

(redacted) is purchasing the (redacted) for investment purposes in the ordinary course of business. It is not acquiring a division of (redacted) or even a majority of its (redacted). Accordingly, the acquisition would not be equivalent to a merger. We see no need for a filing but want to be sure that the Federal Trade Commission concurs with our position.

If the facts as presented in this letter cause you to change your opinion, please advise at your early convenience. A response by March 6 would be appreciated.

Thank you for your assistance in this matter.

sincerely,

(redacted)

cc: (redacted)