March 7, 1983
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580
Attn: Ms. Pat Foster
Re: Request for Informal Determination of Exemption
from Premerger Notification
Dear Ms. Foster:
In accordance with our conversation of March 2, 1983, we
hereby request that you office review the transaction described
below and provides us with an informal determination. Pursuant
to 16 C.F.R. 803.30, as to whether the described transaction
is exempt from the premerger notification requirements of 15
U.S.C. 18a and 16 C.F.R. 801 et seq.
The planned transaction involves the acquisition by a
corporation with total assets in excess of $100 million (the
buyer) of partial interests in an existing general partner-
ship and an existing limited partnership. The interests to
be acquired are now owned by a partnership not involved in
manufacturing with total assets greater than $10 million (the
seller) and its affiliates.
An agreement is principle has been reached, pursuant to
which the buyer will acquire form the seller a 49.9 percent
interest in the general partnership (plus the .05 percent
interests in that partnership of either or both of two general
partners in that partnership. The buyer will also
acquire from the sell a 25 percent partnership interest in
the limited partnership. The seller will continue to hold
interests in the tow partnerships.
The assets of both of the partnerships in which interests
are being acquired consist principally of rights to transmit
to cable television systems (and other pay television outlets)
cablecasts of certain spots events and related programming,
together with associated fixed assets, such as microwave trans-
missions equipment and office furniture. The transaction does
not involve any transfer of title to these assets; they will
remain the property of the partnerships in which the buyer is
The book value of the assets of each of the partnerships,
considered separately, is less than $10 million. */ A single
acquired has been agreed upon. It is greater than $15 million
but no allocation of that purchase price among the two partner-
ship interests being acquired has yet been made.
It is our understanding that the Commission interprets
Section 801.40 of the Rules to exempt from the premerger
notification process acquisitions of partnership interests
that do not involve any transfer of title to the assets of
the partnership. Under that interpretation, we believe that
the transaction described herein is not subject to a premerger
notification obligation. In the event that your office deter_
mines that a notification must be filed, the appropriate filing
will, of course, be made.
It is our understanding that your office will respond
orally to this request within the next several days. We further
understand, form our conversations of March 2, that informal
determinations as to the requirement for premerger notification
are the responsibility of you office and that no separate
determination need be sought from the Antitrust Division of
the Department of Justice.
*/There exists a possibility that he general partnership may
acquire, before the consummation of the acquisition described
herein, a professional sports team, If that occurs, the
gross value of its assets would probably exceed $10 million.
We believe that the foregoing sets forth all of the
pertinent known facts in sufficient detail to enable your
office to reach a conclusion. However, we would be pleased
to provide whatever further information you require.
Your consideration of this request is greatly appreciated.