8302007 Informal Interpretation

Date:
Rule:
801.11
Staff:
Mary Ann Dunaitis
Response/Comments:

OK

Question

February 24, 1983

Mary Ann Dunaitis, Esq.
Pre-Merger Office
Federal Trade Commission
7th and Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Ms. Dunaitis:

Pursuant to your suggestion, I am sending you this

letter for the purpose of confirming our telephone conversation

on January 31, 1983, regarding the non-applicability of the

Premerger Notifications provision of the Antitrust Improvements

Act of 1976 (15 U.S.C. 18A) (the Premerger Notifications Rules)

to a proposed acquisition of a hospital by our client. As you

will recall, I advised you of the following:

1. Our client is a non-manufacturing entity with

total assets of approximately (redacted) and

annual net sales of approximately (redacted).

2. Our client proposes to purchase a none-man-

facturing entity (a hospital) with total asset

of approximately (redacted) and annual net sales

of approximately (redacted).

3. The closing of this acquisition is scheduled for

April 15, 1983.

4. On (or immediately prior to) the closing of

the acquisition, and in order to finance the

acquisition, our client will be receiving

approximately $67,000,000 in loan proceeds and

$40,000,000 as consideration for the sale of

additional shares of its stock. Therefore,

immediately prior to or at closing, our clients

total assets will for the first time be in

excess of $100,000,000.


 

Our research indicates that our clients proposed acquisition

does not fall within the purview of the Premerger Notification Rules

because, pursuant to 16 CFR 801.11(c), the acquiring party and the

acquired party shall, in determining their total assets, use their

last regularly prepared balance sheet. Therefore, since our client

will only exceed the $100,000,000 total asset requirement immediately

prior to or at the closing, we have concluded that the Premerger

Notification Rules do not apply to this acquisition.

You had advised me that our conclusion is correct and

that our clients propose acquisition would not fall within the

purview of the Premerger Notification Rules.

Would you please acknowledge you receipt of this letter

by executing and returning to me the enclosed copy of this letter

in the self-addressed envelope which I have provided for that

purpose.

Thank you for your cooperation in this matter.

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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