Question
September 19, 1991
Premerger Notification Office
Â鶹´«Ã½ Trade Commission
6th and Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Sir or Madam::
I am writing to request your advice on whether the following proposed transaction is reportable under the Hart-Scott-Rodino Antitrust Improvement Act.
A and B each owns 50% of the voting securities of a corporation (C) that owns 100% of the voting securities of:
(a) another corporation (D), which in turn, is the sole
general partner of, and controls (within the meaning of the
Hart-Scott-Rodino regulations), a limited partnership (E)
that owns real estate (the Real Estate), consisting of: (i)
office buildings; (ii) post office buildings, which are leased to
the United States Postal Service; and (iii) miscellaneous
buildings (the fair market value of the post offices is in excess
of $15 million; the fair market value of the miscellaneous
buildings is far less than $15 million);
(b) another corporation (F) that manages the Real
Estate of E, and derives revenues in management fees
from E for managing the Real Estate;
(c) another corporation (G) that holds beneficial
interests in mortgages on the Real Estate.
A now proposes to sell to X, for a purchase price in excess of $15 million, (a) the securities of Cthat it owns, and (b) certain contract rights incidental to the ownership of the Real Estate. A and X meet the size of the parties test.
It is our belief that the transaction is not reportable, under the [note 1] Commissions informal interpretations of 7A(c)(1) of the Act and 802.1 of the Regulations. This is essentially an acquisition of office buildings and assets incident thereto. To the extent that the real estate in question consists of something other than classic office buildings, it consists of post-offices, which may be analogized most closely to office buildings.
I would appreciate your advice as to whether your office concurs with this view.
Thank you.
Very truly your,