0506001 Informal Interpretation

From: (redacted)

Sent: Wednesday, June 01, 2005 11:00 AM

To: Verne, B. Michael

Subject: Confirmingdiscussion of earlier today

B. Michael Verne

PremergerNotification Office

Bureau ofCompetition

Federal TradeCommission

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 Aand B intend to exchange certain operating units in an asset transaction. Awould like to achieve substantial tax savings and provide funds to non-profitcorporation C (to whom it has made donations from time to time), which is notcontrolled by A or B. A could accomplish that by donating one of its operatingunits (operating unit D) to C. It is anticipated that C in turn would offer tosell D to B, and that B would purchase D. A selected D for the gift over theother operating units to be exchanged because it most closely approximates thevalue of A's desired contribution to the non-profit corporation. The fairmarket value of D is less than $53.1 million, and the consideration B would payfor D would be below $53.1 million. A's transfer of the other operating unitsto B would require an HSR filing.

You agreed that:

1. A's gift of its operating unit D to Cwould be exempt from HSR under Rule 802.71 as a gift; but even ifnot exempt, it would not be reportable because the fair market value of D isless than $53.1 million.

2. C's sale of the operating unit to Bwould not trigger an HSR filing, because the consideration to bepaid for the-operating unit would be below $53.1 million (and the operatingunit's fair market value is below $53.1 million).

3. B's acquisition of operating unit Dfrom C should not be aggregated with B's acquisitions from A, because A and Care not within the same person.

4. There would be no HSR filing for B's acquisition of operating unit D.

5. The above results would not be deemedan avoidance device under Rule 801.90, because A has legitimate businessreasons for the proposed structure-- tax savings, and funding the non-profitcorporation.

I wouldappreciate your confirming that the above is accurate, as my client will berelying on it.