0606003 Informal Interpretation

Ferkingstad, James H.
From:
sent:
To: 	~erkingstad,James H.
Subject: 	HSR Act Reportability
Dear Mr. Ferklngstad:
I write following our telephone conversation yesterday confirming the nonreportabiiity of the following securities
transaction.
Company A ("A) owns 90% of Subsidialy A1 ("Al"). Company B ("E) owns the other 10% of A1 in the form of
convertible preferred stock with the right to elect one member of A l ' s board of directors. 	Pursuant to an intracorporate
nonrepofiabie transfer; A transfers assets into A l . A1 creates a new series of preferred stock designated as Convertible
Preferred Stock and issues 45 shares to B for US $153 million. As a result of this acquisition. 6 maintains its 10%
interest in A1
You stated that this $153 million transaction would be exempt and therefore nonreportable as to both A1 and B under the
HSR Act. Exemption 15 U.S.C. 18a (c)(10) and 16 CFR 802.21. Please confirm,
?&lo': [ o ~he=
Thank you
Sincerely,
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