8904009 Informal Interpretation

(redacted)

April 25, 1989

Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Attention: Richard B. Smith

Re:Request for Informal Interpretation Concerning Exemptions Applicable to Acquisitions of Real Estate

Dear Mr. Smith:

With reference to our telephone conversations of April 12, 1989 and April 13, 1989, my understanding of the application of the real estate exemption by Federal Trade Commission (the "FTC") is as follows:

Premerger Office not FTC position

Not so

$15 MM or less

Rule 802.1

Section 7A(c)(1) of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 specifically exempts "acquisitions of goods or realty transferred in the ordinary course of business." This exemption has generally been interpreted by the FTC to be inapplicable to sales of real estate on which refinery, oil well, shopping center or other revenue producing asset is located. The FTC has made and exception to this policy if (i) the assets sold consist of land, an office building and non-office (e.g. retail, leased commercial parking, etc.) space and (ii) the non-office portion of the assets is valued at less than $15 million. However, if all or substantially of the assets of an entity or operating division are being acquired must consist solely of inapplicable and the assets being acquired must consist solely of real property and assets incidental to the ownership of real property (e.g. cash, prepaid taxes or insurance and rentals receivable) for the exemption provided in Section 7A(c)(1) to be operative.

It is my further understanding that a response to this letter will be made only if the preceding paragraph does not correctly reflect the policy of the FTC. If that is the case, I respectfully request a response at your earliest convenience.

If you have any questions regarding the above-described transaction or you required further information, please call me at (214)969-2750.

Very truly yours,