0607019 Informal Interpretation

From: (redacted)

Sent: Tuesday, July 25, 2006 5:09 PM

To: Verne, B. Michael

Subject: HSR--UnincorporatedEntities

Facts:

Ais an 85% general partner in LP

B is a 15% limited partnerin LP

A and B are unincorporatedentities with the same UPE.

TheDeal:

Buyeris purchasing 100% of the membership interests of A from A's sole owner. Buyeris also purchasing the 15% limited partner interest in LP directly from B

Question:

Itis clear that UPE is the "acquired person" for HSR reportingpurposes. Would the "acquisition" price be the aggregate price forthe two interests or only the price allocated to purchase of A (theunincorporated entity over which the Buyer is obtaining direct control)? Putanother way, does the fact that A will continue to control LP mean that Buyer'sacquisition of the minority interest in LP is not relevant for HSR purposes(even though it is acquiring indirect control over LP)?

I would be happy totalk to you directly and answer any questions. As always, I am grateful foryour assistance in gaining a better understanding of the new rules.