Question
March 30, 2005
Ms. Nancy Ovuka
Premerger Notification Office
Room 303
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington D.C. 20580
Re: Request for Informal Interpretation Under theHart-Scott-Rodino Act
Dear Ms. Ovuka:
Thank you for speaking with meyesterday regarding the potential applicability of the reporting and waitingperiod requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the"Act") to the proposed transaction we discussed. I write to confirmthe substance of our telephone conversation, at the end of which you indicatedthat it would not be necessary for the parties to file in connection with thetransaction. As we discussed, the proposed transaction would satisfy thesize-of-persons and size-of-transactions tests established in the Act and wouldotherwise be reportable unless there is an applicable exemption in the Act orthe premerger regulations. Based on my description of the transaction, youagreed that the proposed transaction is exempt as an acquisition "in theordinary course of business."
The transaction in questioninvolves the purchase of receivables from a company ("Subsidiary'), whichis a wholly owned subsidiary of its parent company ("Parent"). TheSubsidiary is in existence solely for the purpose of purchasing and then sellingreceivables originated by the Parent. After the proposed transaction iscomplete, the buyer of the receivables ("Buyer") will own virtuallyall the assets of the Subsidiary and the Subsidiary will no longer be inbusiness. However, the Parent will continue to operate and will continue togenerate receivables.
Based on my discussion with you,I understand that the proposed transaction is exempt under the ordinary courseof business exemption provided in Section 7A(c)(1) of the Act. I would begrateful if you would call or email me after you have had an opportunity toreview this letter to confirm that it accurately reflects our conversation.
Thank you again for your promptattention and assistance yesterday and for your further assistance in reviewingand responding to this letter.