1111009 Informal Interpretation

From: (Redacted)
Sent: Friday, November 18, 2011 8:05PM
To: Verne, B.Michael
Subject: Joint Venture Issue

Mike, I hope this findsyou well. I have the following fact pattern and would appreciate your input.Please assume size of transaction and size of parties tests are met.

1. Our client, entity X ("X") is constructing a pipeline.

2. X will create a wholly-owned subsidiary LLC (the"JV").

3. X will contribute the pipeline assets to the JV. X willstill own 100% of the LLC interests in the JV.

4. Subsequently, a third party ("Y") willcontribute cash equal to 25% of the cost of construction in exchange for a 25%interest in the JV, thus diluting the ownership interests of X to 75% in theJV.

Analysis: Steps 2 through3 should be exempt as an intraperson transaction pursuant to Section 802.30 ofthe HSR regulations.

Step 4 would benon-reportable, irrespective of the dollar value of the 25% interest, since Ywould not be acquiring a 50% or more interest in the JV.

Please let me know if myanalysis is correct.