0509010 Informal Interpretation

From: (redacted)
Sent: Wednesday, September 14, 2005 12:03 PM
To: Verne,B. Michael
Cc: (redacted)
Subject: HSR Advice

Hi Mike - Can you let me know what you think about the following:Assume the size of parties test is satisfied and all of the LLCs and powerprojects are in the US.

Company A proposes to acquire 100 percent of the membershipinterests of LLC B. Consideration is $150 million

LLC B holds 100 percent of the membership interests of LLC C, LLCD and LLC E.

LLC C, LLC D and LLC E each hold minority limited partnership interestsin a series of power projects.

I believe that this transaction will be reportable under the newrules. Am I missing something?