0512001 Informal Interpretation

From: (redacted)

Sent: Thursday, December 01, 2005 3:31 PM

To: Verne,B. Michael

Cc: (redacted)

Subject: FW:HSR question

Hi, Mike Can youhelp me think about the HSR analysis with these facts:

Company A isacquiring approximately 70% of the membership interests in Company B, a limitedliability company, for approximately $51 million; it is thus gaining control ofthe LLC. Company A does not currently hold any membership interests in CompanyB. Beginning in the second year following closing and continuing through yearseven following closing, Company A has committed to acquire additional sharesof the Company B if certain performance targets are met.

It seems thereis no HSR filing required (since thejurisdictional threshold is not met) at the time of gaining of control ofCompany B and any future acquisitions (if any) of membership interests inCompany B by Company A would not be reportable because Company A would alreadybe deemed to hold all of the assets of Company B. Do you agree?