0512023 Informal Interpretation

From: (redacted)
Sent: Wednesday, December 21, 2005 4:45 PM
To: Verne,B. Michael
Subject: 4(c) Documents

Hi, Mike We aremaking an HSR filing in connection with an acquisitionby a recently-formed newco ("Newco") of another company. Newco is amulti-shareholder corporation that is its own ultimate parent. The directorsand officers of Newco are also directors and officers of the shareholders inNewco. In collecting 4(c) documents created or received after the formation ofNewco, we have been presented with some investment committee memoranda of thevarious sponsor entities. It is clear, however, that these memoranda werecreated for the directors and officers of the minority investors; we haveconfirmed that these were not shared with the other directors and officers ofNewco. Accordingly, we do not believe that investment committee memoranda ofthe minority shareholders in newco are 4(c) as to newco for this transaction.Do you agree?