0709004 Informal Interpretation

From:(redacted)

Sent:Monday, September 10, 2007 4:39 PM

To:Verne, B. Michael

Subject: Re: Advice

Ok. Thanks.

---------------- Original Message -------------------

From: Verne, B. Michael <MVERNE@ftc.gov>

To: (redacted)

Sent: Mon Sep 10 16:17:

A contribution to the existing JV by A with no change inmembership interests is exempt for A under 802.30, however, because B is an acquiring person, but not anacquired person for the additional assets, B may have a filing obligation.

DearMike - Here is my fact pattern:

Company A and Company B haveformed a 50/50 Joint Venture - LLC X.

Company A willcontribute $60 million in additional assets, but the membership interests willremain at 50/50 Can you confirm that this will not require an additional premergernotification.

Thanks.