0806001 Informal Interpretation

Dear Mikehope all is well with you.

This is a questionregarding the indirect acquisition of control of an LP through a redemption. Ihave included a copy of an informal interpretation that might be helpful here.

Redemption ofPartnership Interest

A is amultinational company, it holds numerous investments both minority positionsand controlling interests, including a minority position in B, a limitedpartnership and a minority position in C, a limited liability company. B has anumber of limited partners, it holds controlling interests in a number ofentities as well has a minority position in C. D, a minority investors inBasked B to redeem its interest in B. B redeemed D's limited partnershipinterest and that redemption caused A to have a controlling interest in B. Awas not instrumental in causing the redemption, A learned of the control issuecaused by the redemption while engaging in an analysis of a separatetransaction.

DownstreamHoldings

As stated above,both A and B hold minority positions in C. The aggregation of A and B'sinterest in C caused A to have a controlling interest in C. A was not instrumentalin causing the redemption. As mentioned above, A learned of the control issuecaused by the redemption while engaging in an analysis of a separatetransaction.

Questions

1.Does the redemption by B whichcaused A to control B described above require an HSR filing?

2.Would the result of A controllingC caused by B'S redemption described above require an HSR filing?

Please let me knowif you have any questions. Many thanks as always for your guidance,