0706007 Informal Interpretation

June 6, 2007

VIA E-MAIL

B. Michael Verne

Federal Trade Commission
Premerger Notification Office
600 Pennsylvania Avenue, N. W.
Washington, DC 20580

Re:Hart-Scott-Rodino Informal Interpretation

Dear Mike:

Thank you fortaking the time to speak with me yesterday. I wanted to confirm that Icorrectly understand the PNO's position with respect to the exempt status ofcold storage warehouses in the context of the acquisition of a cold storagebusiness. In our call I presented you with the following facts:

Company A, which isin the cold storage business, intends to acquire the cold storage and relatedbusinesses of Company B. The transaction will be structured as the acquisitionby Company A of all of the interests in an unincorporated entity. Company A willacquire the entire business of Company B. Among the assets of Company B areseveral cold storage warehouses, and related assets, that are used in CompanyB's cold storage business.

Presented with these facts, youconfirmed that it is the PNO's position that the acquisition of cold storagewarehouses is exempt from Hart-Scott filing requirements pursuant to thewarehouse exemption in 16 C.F.R. 802.2(h), notwithstanding the"exception" in that section, which provides that a warehouseacquisition is not exempt "when the . . . warehouse is to be acquired inan acquisition of a business conducted on the real property." Youconfirmed that the warehouse exemption would apply to the warehouses themselvesand to any assets incidental to the warehouses (such as refrigerationequipment, and equipment such as forklifts or pallets used in the warehouse).However, the exemption would not apply to any assets that were not incidentalto the warehouses. An example of such nonexempt assets would be trade names ormarks, and associated goodwill. With respect to how to calculate the fairmarket value of the non-exempt portion of the business, you confirmed that thePNO does not require the purchaser to use any particular valuation method, onlythat the fair market value be determined in good faith.

Please let me know as soon aspossible if I have misstated our conversation in any way. As always, thank youfor your time and assistance.

Sincerely,

(redacted)