0405005 Informal Interpretation

From:(redacted)
Sent:Friday, May 07, 2004 10:44 AM.
To:Verne, B. Michael
Subject: FW:Confirmation Email

Mr. Verne

When you have a moment, could youplease confirm that my email below accurately describes our discussion of April 27, 2004? Thank you.

-----Original M essage --

From: (redacted)

Sent: Wednesday, April 28, 2004 10:18 AM

To: mverne@ftc.gov

Cc: (redacted)

Subject: Confirmation Email

Mr. Verne

This email is to confirm myunderstanding of our telephone conversation of April 27, 2004. As I described, our clientholds a 60% membership interest in Company A, a limited liability company. Ourclient desires to purchase the remaining 40% interest in Company A. Weunderstand that, pursuant to FTC Formal Interpretation 15, such acquisitionwould be subject to the requirements of the Hart-Scott-Rodino AntitrustImprovements Act of 1976 (the "Act") if the size of transaction andsize of person tests are met.

Company A holds all of themembership interests of two limited liability companies, LLC X and LLC Y. Thesole asset of LLC X is an arena (the "Arena") that hosts large publicevents (professional sporting events, concerts, trade shows, etc.). LLC Y'sassets are limited to parcels of real property surrounding the Arena that areused as parking lots (the "Lots") for the Arena. As we discussed on aprior occasion, the value of the Arena is exempt from the requirements of theAct under the investment rental property exemption.

Based on the foregoing facts. Iunderstood your position to be that our client could treat the value of theLots as exempt from the requirements of the Act, as such property would beconsidered "common areas on the property" under the investment rentalproperty exemption. I respectfully request that you contact me by email toconfirm that the foregoing accurately summarizes our conversation and yourviews on the matters discussed herein. Thank you for your attention to thismatter.