0005010 Informal Interpretation

[redacted]

Date May 22, 2000

Total number page(s): 3

User number: [redacted]

Client/matter number: [redacted]

FAX COVER LETTER

To: B. Michael Verne

Fax number: (202) 326-2624

Company: Federal Trade Commission - Premerger Office

Phone number: (202) 326-3167

From: [redacted]

Re: Application of "Continuum Theory"

As per our discussion, I am enclosing a step-by-step chart of the proposed transaction. We are counsel to "Foreign Buyer."

The basis for the requested use of the "continuum theory" is that the transaction in Step 1[see attached .pdf file "Structure Immediately Upon Completion of Applicable Step"], although perhaps technically reportable, serves no policy objective and, therefore, should not require a filing. Step 1 would be exempted under Rule 802.51(b), but for the fact that it would result in control of Corp. B and Corp. D. However, in Step 4 control over Corp. B and Corp. D is acquired by "U.S. Buyer" (which WILL require an HSR filing), in Step 5 U.S. Buyer buys the remaining piece of Corp. D.

Thus, after Step 5, Foreign Buyer will have acquired only Corp. A (a foreign issuer which is a shell holding company) and Corp. C, a foreign issuer which we have been told has no assets in the U.S. and no sales within or to the U.S. There will be a "master" contract assuring that all 5 steps occur, in the order outlined, at the "closing".

Assuming you concur in the use of the "continuum theory", one additional, technical question: in the HSR filing as to Step 4, should the UPE of the acquired person be Corp. A (which today is its own UPE) or should it be foreign Buyer (on the theory that it will be the technical "parent" at the time of Step 4)?

Thanks for your help.

[redacted]