1202005 Informal Interpretation

From: (Redacted)
Sent: Monday, February 13, 2012 6:15PM
To: Verne,B. Michael
Subject: Consolidation v. Formation Question

Mike

I hope that you are doingwell. I would appreciate your assistance with an HSR question. If you need anyadditional information, please let me know.

NEWCO LLC will be formed.

UPE1, an individual, controlsseveral LLCs. LLC-A and LLC-B are wholly owned, and LLC-C has a minority membernot related to UPE1. UPE1 will contribute 100% of LLC-B and the controllinginterest in LLC-C to NEWCO LLC in exchange for 78% of the membership in NEWCOLLC. UPE1 will retain ownership of LLC-A. The minority member of LLC-C willcontribute its minority interest in -LLC-C to NEWCO LLC in exchange for 2% ofthe membership in NEWCO LLC.

UPE2, also an individual,owns 100% of LLC-D. UPE2 will contribute 100% of LLC-D to NEWCO LLC in exchangefor 20% of the membership interest in NEWCO LLC.

Each of the entities tobe contributed to NEWCO LLC will remain as a subsidiary of NEWCO LLC.

We view this to be the formationof an LLC subject to 16 C.F.R. 801.50, and not as a consolidation as definedin 16 C.F.R. 801.2(d)(iii). As a result, UPE1 will have a filing obligationunder the HSR Act if the size-of-transaction and size-of-person tests asdescribed in 801.50 are met. However, UPE1 's acquisition of a controllinginterest in NEWCO LLC may be exempt under 16 C.F.R. 802.4 and 802.30(c) ifthe value of LLC-D is below $50 million, as adjusted.

UPE2 will have no filingobligation because it is not acquiring control of NEWCO LLC.