0906005 Informal Interpretation

Verne, B. Michael
From:
Sent: 	Thursday, June 11, 2009 10:36 AM
To: 	Verne, B. Michael
Subject: HSR Interpretation
June 11, 2009
B. Michael Verne
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580
Mike:
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8 c \. \0
Thank you for taking the time to speak with me this past Tuesday. I am writing to confirm
the advice you provided. 	The facts and the discussion are set forth below.
Background
Company A plans to acquire assets from Company B out of bankruptcy if it is the winning
bidder in a bankruptcy auction process. 	In addition to acquiring assets, Company A would
reimburse Company B for certain pre-paid expenses including rent on leases that will be
assumed on a going-forward basis.
Company A's bid to acquire the assets from Company B is supported by Company C, which
is a creditor of Company B. 	Company A and Company C have agreed that if Company A is
the successful bidder for Company's B assets in the auction that Company C would
pay Company A certain amounts in consideration of Company A agreeing to certain
modifications to contractual rights with Company C that Company A would acquire from
Company B. Company C has also offered to Company B to forgive certain obligations
owed by Company B to Company C if Company A is selected as the winning bidder in the
auction, although such forgiveness would not change the amount that Company A would
pay to Company B nor the amount that Company C would pay to Company A.
Discussion
As discussed, the reimbursement of pre-paid expenses as described above is considered the
acquisition of cash equivalents, which are exempt assets under the Hart-Scott-Rodino
Antitrust Improvements Act and are not included in determining the size of the transaction.
With respect to Company's C involvement, the forgiveness of certain obligations of
Company B by Company C as described above would also not be included for purposes of
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determining the size of the transaction.
Thank you again for your consideration and assistance in this matter. 	If you do not believe
this note reflects the facts discussed in our telephone conversation, or if I have misstated the
advice you gave, please contact me as soon as possible.
Sincerely,
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