9503025 Informal Interpretation

Nancy Ovuka, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580

Dear Ms. Ovuka:

I am writing this letter to memorialize our conversation this date concerning the applicability to the following transaction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the FTCs implementing regulations (collectively, Hart-Scott).

Person A, a bank, makes close-end consumer installment loans guaranteed by an agency of the United States government (commonly, Student Loans) as a part of its consumer lending activities. These closed-end receivables constitute non-exploitable assets and a nominal amount of As overall consumer loan portfolio. A desires to sell these receivables to B, a bank, in the ordinary course of business to provide liquidity to make additional consumer loans including Student Loans. B desires to acquire these receivables for investment purposes in the ordinary course of its business. All applicable size-of-person and size-of-transaction tests would be met.

You have indicated the transaction described above would constitute an acquisition, for the purpose of investment, by a bank, of assets in the ordinary course of business and thus would be exempt from filing requirements under 16 C.F.R. 802.63 of Hart-Scott.

If this does not accurately reflect the advice you provided, please call me immediately.

Thank you very much for your time and helpful assistance.

Very truly yours,

(redacted)

cc: (redacted)