9912009 Informal Interpretation

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December 21, 1999

Michael Verne, Esq.
Premerger Notification Office
Federal Trade Commission
601 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Reporting of Sale of LLC by Minority Owner

Dear Mr. Verne:

I am writing to confirm your advice yesterday that, in the case of a sale to a third party of all of the interests in an LLC presently held by one party with 51% of the voting interest and another party with 49% of the voting interest, only the majority owner of the LLC need file as an acquired party, and the minority owner need not file.

Thank you for your assistance.

Sincerely,

[redacted]

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