0603017 Informal Interpretation

From: (redacted)

Sent: Tuesday,March 21, 2006 11:21 AM

To: Verne,B. Michael

Subject: HSR

Dear Mike:

Could you give your thoughtson the reportability of the acquisition(s) below? Any direction would begreatly appreciated.

Acquiring Person A currentlyholds 49% of C LLC;

The remaining 51% of C LLC iscurrently held by B LLC (C LLC is currently controlled by B LLC).

A proposes to acquire 49% ofthe interests in B LLC for approximately $44 million. As a result of the acquisition,A will not control B LLC and will not hold non-corporated interests in B LLC inexcess of $56.7 million. As a result of the acquisition of 49% of B LLC,however, A will hold approximately 73.9% of the non-corporate interests in CLLC, valued in excess of $56.7 million. Please assume the size of person testsare met.

I understand A's acquisitionof control of C LLC would not be a secondary acquisition since: (1) A is notacquiring control of B LLC; and (2) B LLC currently controls C LLC. It seems thatthe acquisition of the B LLC interests would not be reportable but theacquisition the C LLC interests would be (unless an exemption applies). It ispossible that the acquisition of the assets of C LLC may qualify for an 802exemption, but that has not yet been confirmed.

Please let me know if youneed any clarification/additional information on the above.