8602014 Informal Interpretation

February 26, 1986

(redacted)

Mr. Andrew Scanlon
Compliance Specialist
Bureau of Competition
Room 301
Federal Trade Commission
Sixth Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: (redacted) Limited Partnerships

Dear Mr. Scanlon:

This letter is written in confirmation of my telephone call to you on February 7, 1986. We represent the acquired Person in an asset acquisition transaction in which the Acquiring Person was a corporation controlled by a limited partnership. You advised us that the Federal Trade Commissions enforcement position is to view a partnership, whether general or limited, as its own ultimate entity. Based in that enforcement position, you advised us that we need not file a Notification and Report Form if we did not meet the size-of-person test, assuming that the Limited Partnership is the ultimate entity of the Acquiring Person.

We appreciate your assistance.

Very truly yours,