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Date
Rule
802.1
Staff
Micheline Hershey
Response/Comments
12/14/95 - Writer confirms that office building does not have more than $15 MM of non-office space in it. Advised that acquiring person must make such a determination in good faith. No specific method must be used but it must be reasonable and done in good faith. (If REIT is purchaser, then an absolute exemption.)

Question

December 8, 1995

VIA FACSIMILE

Ms. Micheline Hershey, Esq.
Premerger Notification Office
Bureau of Competition
Â鶹´«Ã½ Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580

Dear Ms. Hershey:

Our client (the Client) proposes to purchase an office building (the Building) located in (redacted) from its present owner (the Owner). Substantially all of the Building consists of office space.

Our understanding is that this transaction qualifies for the exemption provided by 15 U.S.C. 18a(c)(1) and 16 C.F.R. 802.1(b)(the Exemption). We also understand that, because of the applicability of the exemption, all of the above parties to this transaction are exempt from the reporting and waiting period requirements imposed by 15 U.S.C. 18a (the Act) and by the regulations promulgated thereunder at 16 C.F.R. Parts 801 through 803 (the Regulations). No filing or waiting period by any of these parties is required under either the Act or the Regulations if this transaction is consummated.

Please confirm that the foregoing correctly states that the exemption will apply to this transaction and that no waiting period or filing is required by any of the parties to this transaction under the Act or the Regulations.

Very truly yours,

(redacted)

cc: (redacted)

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