1211011 Informal Interpretation

From: (Redacted)
Sent: Monday, November 19, 2012 7:51 PM
To: Verne, B. Michael; Walsh, Kathryn
Cc: (Redacted)
Subject: HSR Question re Use of Proceeds to Pay Down Debt of Parent

November19, 2012

R.Michael Verne & Kathryn Walsh, Esq.
Federal Trade Commission
Premerger Notification Office
601 Pennsylvania Avenue NW Washington, DC 20580

Re:HSR Question re Use of Proceeds to Pay Down Debt of Parent

DearMr. Verne and Ms. Walsh:

Iam writing to seek confirmation that Informal Opinion 0805010 (http://ftc.gov/bc/hsr/informal/opinions/0805010.htm) still reflects the view of the PNO. In the instant transaction, S is the UPEof several wholly-owned subsidiaries ("T1 entities") some of whichhave wholly-owned subsidiaries of their own ("T2 entities"). S owesdebt to third-parties, and the sale of T1 or T2 entities would be a defaultevent under the debt covenants. In the instant transaction, A will purchasesome of the T1 and T2 entities. Some or all of the proceeds of sale will beused to repay S's debt. I understand that, based on 0805010, we should excludefrom the "acquisition price" for purposes of determining thetransaction value that portion of the proceeds from the sale of the votingsecurities or non-corporate interests of the T1 and T2 entities that is used torepay the debt of S.