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Date
Rule
801.11
Staff
Patrick Sharpe
File Number
9903020
Response/Comments
Called (redacted) 3/30/99 and said if person does not have a regularly prepared balance sheet, he will need to prepare one in accordance with ABA #162. Furthermore, he should not rely on "net worth". (Redacted) thinks his client will still be below $10.0 mm in assets. He will, however,have him determine his size in the appropriate manner. PS. RS also reviewed. [note 1-Not the test. Is [sic] his total assets]

Question

(redacted)

March 25, 1999

Premerger Notification Office
Bureau of Competition
Â鶹´«Ã½ Trade Commission
Washington, D.C. 20580

To Whom It May Concern:

Our law firm represents a local executive whose family has managed a division of a national Company for years. The executive is negotiating, with our help, a letter of intent to buy the business. His, and for that matter his family's net worth [emphasis added by PS][note 1] is considerably less than $10 million [emphasis added by PS]. He is arranging financing and will pay cash and assume debt in excess of $30 million for the division assets.

Because he has neither assets nor sales of at least $10 million, we believe the transaction does not require premerger notification under the Hart-Scott-Rodino Act and Regulations, but out of an abundance of caution we wanted to confirm that opinion.

Please contact us if there is anything else we need to do.

Sincerely,

(redacted)

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