0703006 Informal Interpretation

From:(redacted)

Sent:Wednesday, March 07, 2007 6:34 PM

To:Verne, B. Michael

Subject:802.2(e)

Ihave a transaction in which Buyer A is buying the stock of Co B. B owns andoperates hotels, with no casinos or ski facilities. B also owns trademarks forits hotels and licenses the name to third-parties who operate franchises underthe hotel name. B no doubt receives revenue from these licenses that probablyis significant. In this transaction, A will buy B and one second later willsell the intellectual property and franchise agreements of B to C so that Aessentially becomes a franchisee of C.

Twoissues. Would you regard the ip associated with the licenses and franchiseagreements to third-parties as non-exempt?. If it is not exempt, and if thevalue exceeds the jurisdictional threshold, would you apply the transitory rulehere to require only filings by B and C, as the interests acquired and held byA all would be exempt?

Ilook forward to your response and hope all is well with you.