9408010 Informal Interpretation

August 31, 1994

BY HAND

John M. Sipple, Jr., Esq.
Assistant Director for
Premerger Notification
Federal Trade Commission
Room 306
6th & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear John:

This letter confirms our discussion concerning whether an HSR filing is required in connection with the formation of a joint venture that for tax and other legitimate business reasons will be organized as a partnership. Under the scenario we outlined for you on August 30, both parties to the proposed transaction would meet the size-of-parties and size-of-transaction test and otherwise meet all jurisdictional requirements for filing. Company A would contribute a plant and know-how to the venture and would own 50-51% of the newly formed partnership; Company B would pay Company A in excess of $15 million dollars in exchange for a 49-50% interest in the partnership. None of the money contributed by Company B would be retained by the partnership; the cash would go directly to Company A.

You advised us that under the set of facts described above no HSR filings would be required because only a partnership interest was being acquired. You indicated that if Company B were acquiring a dominant, controlling interest in the partnership, such a transaction might be viewed as a sale of assets. Since this is not the case here, this would not be viewed as an asset acquisition, and no filing would be required.

Thank you very much for your assistance and prompt response.

Sincerely,

(redacted)

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