Question
(redacted)
January 6, 1988
Patrick Sharp
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
7th and Pennsylvania Avenue, NW, Room 301
Washing ton, D.C. 20580
Dear Mr. Sharp:
This is to confirm our conversation of this date.
A is a real estate developer planning to sell an apartment complex to B, a major insurer. The apartment units in question represent less than one percent of the total units in the county in which they are located and lee than three percent of the total units in the specific suburb in which they are located. The value of the transaction exceeds $15,000,000, but represents less than one tenth of 1% of the value of the total assets of the acquiring insurer.
I asked you whether this transaction would be exempt from the Hart-Scott-RodinoAct filing requirements pursuant to 15 U.S.C. Section 7A(c)(1). Covering acquisitions of goods or realty transferred in the ordinary course of business, or 15 U.S.C. Section 7A (c)(11), covering acquisitions, solely for the purpose of investment by any.... insurance company, of....assets in the ordinary course of its business... You told me that the Federal Trade Commission regards acquisitions of residential property, including apartments, office buildings and raw land, as transferred in the ordinary course of business and exempt under subsection (c)(1). Therefore, this transaction is exempt.
Please call me immediately if the foregoing does not comport with your understanding of our conversation. Thank you very much.
Sincerely,
cc: (redacted)