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Date
Rule
Section 7A(a), 801.11(b)(2)
Staff
Richard Smith
Response/Comments
1/11/93 - called [redacted]. He advises that [redacted] holds only [redacted] and the latter's financials reflect the size of [redacted]. [Redacted] is a single entity and controls neither entity. The financials and its balance sheets are for 12/31/91 and the 12 months ending 12/31/91. [Redacted] will become the sole member of [redacted] in mid-February of 1993. I advised that the financials, which are of a date not more than 15 months prior to the consummation of the acquisition, indicate that there is neither a $100 MM or $10 MM person involved in the transaction. Consequently, no HSR filing is required.

Question

January 6, 1993

Federal Trade Commission
Premerger Notification
Room 303
Sixth & Pennsylvania Ave., N.W.
Washington, D.C. 20580

U.S. Department of Justice
Antitrust Division
Office of Operations
Room 3218
Washington, D.C. 20530
Attn: Klaine (sic) Gibbs, Esq.

Re:15 USCA 18(a) Notification

Dear Sir or Madam:

The undersigned represents [redacted] (hereinafter [redacted]) which is the holding company for [redacted] (hereinafter [redacted]) located in the City of [redacted] has entered into an Affiliation Agreement with [redacted] located in [redacted] (hereinafter [redacted]).

[Redacted] and [redacted] have agreed to affiliate utilizing an amendment to the [redacted] Certificate of Incorporation whereby [redacted] will become the sole member of [redacted]. [Redacted] and its affiliates have annual revenues of approximately [redacted] and assets of approximately [redacted] while [redacted] while [redacted] has revenues of approximately [redacted] and assets of approximately [redacted].

We do not believe that this acquisition constitutes a transaction covered by 15 USCA 18(a) and we would request confirmation of that position at you earliest possible convenience.

Very truly yours,

[redacted]

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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. 

Learn more about Informal Interpretations.

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