0511014 Informal Interpretation

From: (redacted)

Sent: Tuesday, November 15, 2005 10:28 AM

To: Verne,B. Michael

Subject: RE:Containers

Are thefollowing facts sufficient to conclude that the acquisition is exempt underRule 802.50?

The transactionis the sale of the container leasing business of a foreign entity.

The containersare owned by a foreign entity. The transaction is a sale of assets.

The leasingrevenues are paid to the foreign entity and kept offshore.

The containersare used outside the US (85% of the time).

11 /15/2005 08:47 AM

To: (redacted)

cc:

Subject: RE:Containers

As I understandit, containers are transient enough that they really don't have a generallocation. I would not try to attempt to determine this.

Thank you.

If I understand 0411005correctly, I should determine the percentage of the revenues derived fromleasing containers to US customers during the most recent fiscal year and applythat percentage to the value of the transactions. Will the resultingdollar amount be deemed to represent the value of the US assets of the target?

In the case ofcontainers, do I still need to consider the place where the assets aregenerally located?

11/10/2005 01:41 PM

To: (redacted)

cc:

Subject: Containers

Have a look at0411005. This is more recent advice. There containers should be treated likeany other movable assets. The advice in the interpretation you cited is out ofdate.

B. Michael Verne

PremergerNotification Office

Federal TradeCommission

(202)326-3167

mverne @ftc.gov