0809008 Informal Interpretation

From:

(redacted)

Sent:

Thursday, September 18, 2008 2:31 PM

To:

Verne, B. Michael

Cc:

(redacted)

Subject: reorganization

Mike,

I have another question regarding areorganization (different client than last question). I do not believe thistriggers HSR, but would like to confirm.

1.Currently Corp. A holds 96% of Corp. Bwhich holds 70% of Corp. C. A is held 57% by an LP and 43% by publicshareholders of A. The other 30% of C is held by public shareholders of C.

2.The reorg involves C merging with andinto B which will merge with and into A, with C as the surviving Corp. and theonly publicly traded Corp. The idea is to reduce the number of publicly tradedCorps. from 2 to 1.

3.As a first step, C will merge with andinto B with C as the surviving Corp. (New C) controlled by A. At this point, Awill hold 70% of New C, and Old C shareholders will hold shares of New C prorata the same as their prior holdings of Old C. With respect to B's acquisitionof C, this appears exempt under 802.30. With respect to the conversion of Old Cshares into New C shares for the public shareholders, this appears exempt under802.10(b). Do you agree?

4.In step 2, which will happen secondsafter step 1, New C will merge with and into A with New C as the survivingCorp. (Newer C). At this point, the former public shareholders of C then New Cwill hold pro rata slightly less in Newer C as compared to what they pro rataheld in New C. That should be exempt under 802.10(b), right? Also, Old publicshareholders of A will hold in Newer C pro rata about 70% of what they held inA. Again, that should be exempt under 802.10(b), right? Finally, the LP thatpreviously held over 50% of the shares of A will now hold less than 50% of theshares of Newer C, which is not an HSR issue.