9912010 Informal Interpretation

[redacted]

December 29, 1999

VIA FACSIMILE 202-326-2824

Michael Verne, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Verne:

This will confirm the telephone conversation that we had on December 28, 1999 regarding the applicability of the following factual scenario to the premerger notification rules.

I advised you that our client will form a new limited liability company ("LLC") for purposes of acquiring certain assets for a third party. Two brothers would each own 49% of the voting membership interests in the LLC. Each of the brothers has one adult child who would own a 1% voting membership in the LLC. Non-voting membership interests would be held by various members of the subject family.

Based on this scenario, you confirmed that the LLC would be the "Ultimate Parent Entity" for purposes of the premerger notification rules. Neither of the two brothers would be the Ultimate Parent Entity because neither owns a controlling interest in the LLC.

Thank you for your cooperation.

Very truly yours,

[redacted]

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