0601004 Informal Interpretation

From: (redacted)

Sent: Thursday, January 05, 2006 5:10 PM

To: Verne, B. Michael

Subject:HSR question

Mike,

Aclient has asked me to contact you to confirm whether an HSR filing will be requiredfor the proposed acquisition of a hospital. Currently, the hospital is beingbuilt by a health system that has decided to sell it. Although the hospital hasyet to begin operations and will not begin operations prior to its sale, thehospital was not built by the acquired person for the purpose of being sold;thus, the acquisition would not appear to fall within the 802.2(a) exemptionfor new facilities. Immediately upon acquisition, the client intends to enterinto a long-term lease with the Department of Veterans Affairs to have thehospital operated as a VA hospital. The client will own the hospital andreceive revenue under the lease, but it will not otherwise be involved in theoperations of the hospital.

Thestatutory filing thresholds are satisfied, and I have preliminarily concludedthat none of the exemptions apply. Thus, it appears a filing will be required.Can you confirm? Thanks much.