0503009 Informal Interpretation

From: (redacted)
Sent: Tuesday, March 08, 2005 3:43 PM
To: Verne, B. Michael
Cc: (redacted)
Subject: HSR Question

Instead ofleaving a long winded voice mail, I presumed it would be easier to let you seemy question in writing.

The situationinvolves the merger of Company X (which has no UPE) into Company Y, a whollyowned subsidiary of Company Z. The merger consideration to be paid to theshareholders of Company X is approximately $40,000,000. As a condition toclosing, however, Company Z must also repay approximately $25,000,000 ofCompany's X's debt to third party unrelated lenders. My question is, in lightof the fact that mergers are treated as the acquisition of voting securities,does the repayment of debt factor into the "size of the transaction"test or do we view the acquisition price as being only $40,000,000.

If you could letme know, it would be very helpful. If you would prefer to call me, I can bereached at (redacted). Thank you.