0705017 Informal Interpretation

From:(redacted)

Sent:Tuesday, May 22, 20074:02 PM

To:Verne,B. Michael

Subject:Sanity Check: HSR Reportability

Mike:

Hopeall is well with you. I was hoping to get a brief sanity check on thereportability of two transactions. Assume in each case that the size-of-personand size-of-transaction tests are met:

1.Bank A will sell to Buyer a portfolio ofcredit card accounts. Following the sale, Bank A will continue to issue creditcards, although it will be a very, very small business going forward. Myunderstanding is that this sale would not be subject to the HSR reportingrequirements because Bank A will still be in the business of issuing creditcards.

2.Company X will sell to Buyer itsportfolio of credit card receivables. Following such sale, Company X will nolonger be in the business of owning and/or holding credit card receivables. My understandingis that this sale would be subject to the HSR reporting requirements becausethis sale would not be viewed to be a sale in the ordinary course of businessbecause Company X is getting out of the business.

3.As an aside, Bank A and Company X areunrelated entities.