8303003 Informal Interpretation

Patricia Foster



March 7, 1983

Premerger Notification Office
Bureau of Competition
Room 301
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

acquiring interests.

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.

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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