8704005 Informal Interpretation

(redacted)

April 17, 1987

Wayne Kaplan
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Dear Wayne:

This letter will confirm our telephone conversation of toady in which you advised me that the transaction described below qualifies for the ordinary course exemption of Section 7A(c)(1) of the Act. In reliance on that advice, I have informed my client that it may promptly close the transaction.

The pertinent facts are as follows. A subsidiary of (redacted) that is engaged in sales finance has contracted with (redacted) to purchase from the latter approximately $30 million of accounts receivable - - specifically, revolving charge accounts arising from retail sales by a (redacted) -based manufacturer a retailer of consumer products. Both (redacted) routinely make such purchases of accounts from banks and other financial institutions, as well as directly from retail merchants, and these transactions represent an investment opportunity for the buyer (and for the seller, realization of cash) with no competitive consequences.

As I mentioned to you, the requirement of Rule 802.1 that the purchase not constitute all or substantially all of the assets of [the selling] entity is unquestionably met her since, as you will appreciate, the receivables in question constitute less than one percent of (redacted) assets.

Very truly yours,

(Redacted)