9405004 Informal Interpretation

RECEIPT STAMPED: May 9, 1994

Mr. Patrick Sharpe
Compliance Specialist
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
Washington, DC 20580

Re: Request for informal interpretation relating to joint venture proposed by
(redacted) and (redacted)

Dear Mr. Sharpe:

See file # 9404005

Thank you for contacting me by telephone yesterday and responding to our request for an informal interpretation regarding the availability of an exemption from the filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 pursuant to 16 C.F.R. 802.51 in connection with the proposed (redacted) to be entered into by (redacted) and (redacted) relating to the (redacted) and (redacted). Based upon our telephone conversation, it is my understanding the Premerger Notification Office agrees with our analysis as set forth in the letter of April 28, 1994 addressed to you that an exemption is available for (redacted) and (redacted) under 16 C.F.R. 802.51 in connection with the joint venture. It is my further understanding that it is the position of the Premerger Notification Office that the annual net sales test under 16 C.F.R. 802.51(b)(2) is not applicable to situations where less than substantially all of the assets of a company are being transferred or conveyed to a newly-formed joint venture by its joint venturers.

STAFF COMMENT: under Section 801.40 of the rules.

I concur, added clarification. PS

Once again, thank you for your prompt response to our request for an informal interpretation.

Very truly yours,

(redacted)

STAFF COMMENTS: 5/6/94

Writer advises that lender meets ordinary course of business requirement of 802.63. Also that partnership has been set up in the described manner for tax reasons and not for avoidance. The phrase in satisfaction of all outstanding obligation in the penultimate paragraph modifies both in lieu of foreclosure and pursuant to a bona fide work-out. I agreed with the conclusion of this letter respecting control of the partnership and the use of 802.63.

R.B. Smith