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Entering into a contract which will be assigned to a third person, does not require an HSR filing, since it is not an acquisition. Other points discussed in letter are correct. They relate to size...

Advised the requestor that the change in structure does not alter the advice previously given. The transaction is still exempt under 802.40. Although the contributor in question is contributing...

Does Intermediary get beneficial ownership at any time? No Intermediary is not acquiring anything. The acquisition by purchaser (a REIT) is exempt under 802.1 or C-1. Talked to (redacted) 9/22/95

9/19 - Called writer, confirmed above

Called (redacted) 9/18/95 - Transaction 1 - Appears to be reportable (if size-thresholds are met for the size-of person test). It is the purchase of $25mm worth of assets. It goes beyond letter #139...