No written comments
September 14, 1983
Dana Abrahamsen, Esq.
Premerger Notification Office
Federal Trade Commission
Washington, D.C. 20580
Dear Mr. Abrahamsen:
In our telephone conversation of September 13, 1093, I requested informal advice, pursuant to Section 803.30 of the FTC Rules, with respect to the following facts:
Company A seeks to acquire assets from Company B. As part of this agreement, Company A also will agree to collect certain of Company Bs accounts receivable. Company A, however, will have no right to retain the money collected. Instead, it will receive a fee for performance of this collection service.
I asked whether the accounts receivable or the service fee should be treated as a part of the consideration for the assets to be purchased. You stated that:
(a) Company A has no beneficial interest in the receivables. Accordingly, the receivables should not be treated as a part of the consideration.
(B) The fee Company A earns through its collection of Company Bs receivables should be treated as consideration only to the extent that the fee exceeds fair market value or such service.
I believe this letter accurately states the substance of our telephone conversation. If it does not, please contact me as soon as possible.