0205009 Informal Interpretation

From: (redacted)
To: Michael Verne
Date: 5/15/02 11:10AM
Subject: FW: Hart-Scott-Rodino Question

Mike, my e-mail to you from yesterday was returned undelivered. I think I have the right e-mail address for you now. I would appreciate if you would reply just so I can confirm that you received this. Thanks.

________________________________-
> From: (redacted)
> Sent:
> To: 'mfern@ftc.gov'
> Subject: Hart-Scott-Rodino Question

Thank you again for discussing our proposed transaction scenario with me this afternoon and opining with respect to the need for a notice filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), prior to consummating the transaction. As discussed, the transaction would involve the one-time bulk sale by Seller to Buyer of more than $80 million of real-estate secured consumer loan receivables. You indicated that since the assets in question were limited to loan receivables secured by real estate, that the transaction would not be reportable in accordance with the exemption set forth in the HSR Act at 15 U.S.C. Section 18a(c)(2).

I would ask that, if the above is consistent with your understanding of our conversation, that you please confirm this fact by replying in the affirmative to my e-mail. If my understanding of your advice is not correct, or if you have further questions concerning the transaction, please contact me.