Question
(redacted)
May 31, 1983
By Hand
Dana Abrahamsen, Attorney
Premerger Notification Office
Federal Trade Commission
Room 301
6th & Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Dana:
Set out below is my understanding of the position
of the Federal Trade Commission concerning the reporting
requirements under the Hart-Scott-Rodino Improvements Act
of 1976 with respect to acquisitions by newly-formed part-
nerships. This understanding is based on my previous con-
versations with you, including those of May 27th and May
31st, and other attorneys in the Premerger Notification
Office. As I understand it the Premerger Notification
Offices position is that a partnership is always its own
ultimate parent entity. Therefore, for the purposes of
measuring the size of the person test one looks to the
sales and assets of the partnership and not those of any
one or more of the partners. This is true even in the
case of a limited partnership where the general partner
(or partners) is a multi-billion dollar corporation. It
is also my understanding that when measuring the assets
of the newly-formed partnership, the consideration to be
paid to the selling entity in an acquisition is not in-
cluded in the calculation of the newly-formed partnerships
pro forma asset base.
Based on our conversations and my understanding of
the Premerger Notification Offices position, I advised
a client that a transaction involving the sale by that
client to a newly-formed partnership of assets valued at
more than thirty million dollars is not reportable since
the assets of the partnership calculated as described a-
bove are well under ten million dollars, Obviously, if
my understanding as set forth is in error, I need to know
immediately.
Thank you for you assistance in this matter. As
always, it is a pleasure dealing with you.
Very truly yours,
(Redacted)
(Redacted)