0903007 Informal Interpretation

From:(Redacted)
Sent: Monday, March 09, 2009 1:58 PM
To: Verne, B. Michael

Subject: HSRExemption under 16 C.F.R. 802.30

Mike,

I am writingto confirm that the following proposed acquisition is not subject to the HSRAct. The potential Purchaser directly and/or through one or more wholly ownedsubsidiaries holds approximately 99% of the limited partnership interests ofLimited Partnership A and all of the general partnership interests in LimitedPartnership A. You should assume that Purchaser controls Limited Partnership Afor HSR purposes through the right to half of more of the profits of LimitedPartnership A as well as the right in the event of dissolution to half or moreof the assets of Limited Partnership A. See 16 C.F.R. 801.1(b)(1)(ii). Purchaser acquired its interests in Limited Partnership A prior to 2005.

Pursuant to theproposed transaction, Purchaser intends to acquire the remaining approximately1% limited partnership interest in Limited Partnership A from a third party. Myunderstanding is that this transaction is not HSR reportable regardless of thesize of the transaction or the size of the parties to the transaction as it isexempt under 16 C.F.R. 802.30 as an intraperson transaction. I also understandthat this conclusion is not affected by the fact that Purchaser acquired itscontrolling stake in Limited Partnership A with no HSR reporting obligationsince such position was acquired prior to April 7, 2005, that is, at a timewhen the FTC's position was that the acquisition of a less than a 100% interestin a limited partnership was never reportable.