Â鶹´«Ã½

Skip to main content
Date
Rule
7A(c)(1); 802.1
Staff
Patrick Sharpe
Response/Comments
See # 23 in Premerger Practice Manual refers to the PMN Office position on loans. Called [redacted] 12-18-92. Noted that the sale of substantially all of a portfolio of loans can be exempt under c-1 or 802.1 as long as the seller is not exiting the loan business, that it is not all or substantially all of the assets of a subsidiary or division, that it is not all of the assets of a region (e.g. New England) or all of the assets with a state. [Redacted] concurred that none of the above will occur and that it will be exempt under c-1.

Question

December 14, 1992

Staff Attorney
Patrick Sharpe, Esq. (Note from PS: I am not an attorney; my title is compliance specialist.)
Premerger Notification Office
Bureau of Competition
Room 303
Â鶹´«Ã½ Trade Commission
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Purchase of a loan portfolio

Dear Mr. Sharpe:

This letter is to confirm our December 10, 1992 conversation during which you informed me that the transaction described below is exempt from the premerger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act.

The transaction consists of the purchase by [redacted] of approximately $40 million in loans from [redacted]. The loans are loans made by [redacted] to 28 independent leasing companies. The loans are secured by [redacted] leased by the independent leasing companies and by the leases for the leased [redacted]. The loans were initially made by [redacted] as revolving loans. However, on January 1, 1992, [redacted] terminated all but one of the loans and has made no further advances to 27 of the 28 independent leasing companies this year.

As of the end of the third quarter of 1992, [redacted] total loan portfolio was approximately [redacted], including [redacted] in consumer receivables, [redacted] in lease receivables and over [redacted] in commercial loan receivables.

After the acquisition of the 28 loans, [redacted] may reopen some of the terminated loans and make additional advances. In addition, [redacted] intends to continue making advances to the one loan which has not been terminated. (PNO staff note: Irrelevant. We are concerned about the seller continuing in the loan business, not the buyer. Is seller exiting the business?)

Thank you for your prompt assistance in this matter.

Very truly yours,

[redacted]

cc: [redacted]

[redacted]

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. 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.

Return to top