0707017 Informal Interpretation

From: (redacted)

Sent: Monday, July 23, 2007 10:26 AM

To: Verne, B. Michael

Subject: Transactioninvolving assets divested pursuant to court order Mike,

I have a proposedtwo-step transaction for the purchase of an asset subject to a federal districtcourt order and wanted to confirm my analysis that neither step is reportable.Companies A and B each currently own 50% of Acquisition Vehicle C. C is a shellentity with no assets, but will be the entity acquiring the assets beingdivested subject to court order and DOJ approval. In order to raise the fundswith which C will acquire the divested assets, C is making a private placementof approximately $800 million in its own stock. While the entities buying C'sstock are institutional investors, two of these investors will be acquiringmore than 25% of C's stock and thus will not be able to take advantage of802.64.

My analysis is that neither thefunding transaction nor the acquisition of the divested assets are reportablefor the following reasons:

1)Thefunding transaction in which various entities purchase shares of C is exemptunder 802.4 since it entails the acquisition of voting securities in an entitythat does not have non-exempt assets worth in excess of $59.8 million.

2)Theacquisition of the divested assets is exempt under 802.70 since it is subjectto a court ordered divestiture and subject to DOJ approval.