0506006 Informal Interpretation

From: (redacted)
Sent: Wednesday,June 22, 2005 3:41 PM
To: Verne, B. Michael
Subject: Confirming ourconversation of earlier today

B. Michael Verne
Premerger Notification Office

Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, N.W., Room 303

Washington, DC 20580

Re: Hypothetical

Dear Mr. Verne,

This confirmsour conversation of today concerning the following hypothetical:

Corporations A andB each have the right to 50% of the profits of Partnership C. B holds itspartnership interests in C through B's controlled subsidiary B1. A and B eachhave separate operating units elsewhere.

A and B arecontemplating several transactions, which they are negotiatingcontemporaneously.

The firsttransactions concern the reorganization of Partnership C. That reorganizationwould include the transfer of some of B's partnership interests in C to C andthe transfer of some, but not all, of B's remaining partnership interests to A.(Those transfers of partnership interests would not be reportable because Aalready controls C.) The reorganization would also include an unrelated thirdparty's acquisition from B of the voting securities of 131 (giving third-partya non-controlling interest in Partnership C). In addition, as part of thereorganization, (i) both A and third party/B1 would contribute certain assetsto C relating to C's operations and (ii) A and third party/B1 would exchangeother assets relating to C's operations. Neither A, B, nor third-party would beacquiring reportable assets or securities in excess of the $53.1 million sizeof the transaction threshold.

In a separatetransaction, A and B would exchange certain operating units in an asset exchange("the asset exchange"). Those operating units are separate from andoperate in different geographic areas than C. A's acquisition of assets from B,and B's acquisition of assets from A, would exceed the size of the transactionthreshold and would be reported based upon a definitive asset exchangeagreement between A and B.

The partnershipreorganization transactions between B and C and then A and B would be set forthin separate contracts from the asset exchange agreement. The definitivecontracts between A and B would not condition the consummation of thereorganization transactions and the consummation of the asset exchange uponeach other. The definitive contracts will be executed contemporaneously and thepartnership reorganization transactions will close the same day.