0803009 Informal Interpretation

From: (redacted)

Sent: Monday, March 10, 2008 4:08 PM

To: Verne, B. Michael

Subject: HSR Advice

Mike, I have two questions for you.

1) A Client holds 50% of the voting securities of Company. He has placed 5% of those holdings in a irrevocable grantor retained annuity trust (GRAT), the term of which is 3 years - during those 3 years the Client is paid an annuity amount. Client has the right to remove any trustee at any time for any reason. After the 3 years, the remaining principal and undistributed income of the trust is distributed to a trust for Client's wife and children - Client has no interest in the trust for his wife and children. Am I correct in concluding that the client has no reversionary interest in the GRAT because the remaining principal and undistributed income accrues to Client's wife and kids? So the 5% would not count towards Client's holdings?

2) Client is effecting a simultaneous transaction - transaction A and transaction B. Per the rules, the FTC does not view the transactions as simultaneous, and we must designate one transaction as preceding the other. Under any circumstance, transaction B does not meet the minimum HSR thresholds, so no filing is necessary. Transaction A does require a filing. If we designate transaction B as the preceding transaction, we would be required to include all of the financial information from the acquired party in the filing for transaction A. If we designated transaction A as the preceding transaction, we would not have to include the financial information of the acquired party from transaction B. Would it be considered a 801.90 avoidance device if we designated transaction A as the preceding transaction only to avoid having to include the financial information from the acquired company from transaction B?