9305012 Informal Interpretation

BY TELECOPIER: 202-326-2050

Hy David Rubinstein, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580

Re: Hart-Scott-Rodino Filing Requirements

Dear Mr. Rubinstein:

This is to confirm our telephone conversation today during which we discussed the following hypothetical transaction.

Two foreign limited partnerships, controlled by a foreign natural person, have each agreed to sell a (redacted) to the same foreign person. Both (redacted) are registered in the (redacted) and the value of each of the (redacted) is in excess of $15,000,000.

The foreign sellers do not operate the (redacted) themselves, but rather charter them to others. At the present time, the (redacted) are under charter to a U.S. company, which is wholly owned by a foreign person. The U.S. company does not operate the (redacted) but, pursuant to bareboat charters, has the authority to employ the (redacted) at competitive rates in the offshore (redacted) market. At the present time, one of the (redacted) is operating off the coast of (redacted) and the other (redacted) is located in a (redacted).

Based on our conversation, it is my understanding that the proposed transaction may be exempt under Rule 802.51 (a).

Please call me immediately if I have misunderstood your position.

Very truly yours,

(redacted)

cc: (redacted)