0701012 Informal Interpretation

From:(redacted)

Sent:Tuesday, January 16, 2007 2:52 PM

To:Verne, B. Michael

Cc:(redacted)

Subject:Ordinary Course Exemption

January 16, 2007

Mr.B. Michael Verne

Premerger NotificationOffice

Bureauof Competition - Room 303

FederalTrade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Ordinary Course Exemption

DearMike:

Iam writing to memorialize advice you provided during our telephone conversationon January 4, 2007 regarding the application of the ordinary course exemptionof 7A(c)(1) of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the"Act") to the transaction described below.

Seller,an entity with a number of affiliates that provide financing, proposes to sellall the assets of its equipment finance division, which consist primarily of: (i)equipment leasing finance contracts, (ii) loans secured by aircraft, maritimevessels, and/or other equipment, (iii) project finance loans, and (iv)miscellaneous other loans. As part of the transaction, the Buyer will hirecertain of the Seller's personnel and acquire certain miscellaneous assets fromthe Seller, in addition to the Seller's equipment finance division loanportfolio. The value of all assets being acquired that are not part of the loanportfolio is below $56.7 million, although the value of the loan portfolio issignificantly in excess of such amount. After the proposed transaction, Seller,through other affiliates and divisions, will continue to own various loanportfolios and offer various forms of credit, including structured finance,factoring, healthcare financing, mortgage financing, and other forms ofrevolving credit and term loans.

As Iunderstand the Staff's current position, where a buyer is acquiring a portfolioof loans from a seller, including all the credit assets of an operating unit ofthe seller, that transaction will be exempt as a transaction in the ordinarycourse under 7A(c)(1) of the Act, provided that the seller continues to haveone or more other portfolios of loans or continues to be in the business ofproviding other forms of credit. This exemption applies whether or not thebuyer will also be acquiring staff and/or facilities servicing the portfolio ofloans. Any assets other than servicing of the portfolio must be separatelyanalyzed for potential reportabilility under the Act.

Basedon our discussion, I concluded that the proposed transaction would be exemptfrom the requirements of the Act as a transaction in the ordinary course ofbusiness.