0010011 Informal Interpretation

[redacted]

October 19, 2000

BY TELECOPIER TO: 202-326-2624

Ms. Alice Villavicencio

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

6th Street and Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Dear Ms. Villavicencio:

As you may recall, I called you to ask whether a transaction would be reparable under the following hypothetical, which assumes that both the size-of-the-person and the size-of-the-transaction tests are satisfied.

Company A and Company B will each contribute assets constituting separate businesses to a limited partnership to be contemporaneously formed by them ("LP"). The general partner of the LP will be a limited liability company ("LLC"), also to be contemporaneously formed by them.

The LP will have the following structure:

• Company A - limited partner (80%)
• Company B - limited partner (18%)
• LLC - general partner (2%)

The LLC will have the following structure:

• Company A - 50%
• Company B - 50%

I understand the PNO's position to be that no part of this transaction would be reportable.

• First, the contribution of the businesses to the LP would be treated the same way as the same way as the contribution of the businesses to a general partnership: that is, the transaction simply would not be reportable regardless of the number to partners or the amount of their respective ownership interests.
• Second, the formation of the LLC and acquisition by the LLC of a two percent interest in the LP would not be reportable because the LLC does not "control" the LP and thus tow separate businesses are not being combined under the LLC within the meaning of Formal Interpretation 15.

I would appreciate your confirmation that my understand is correct.

Sincerely,

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