0604028 Informal Interpretation

From:(redacted)

Sent:Thursday, April 06, 2006 4:28 PM

To:Verne, B. Michael

Subject:801.1(b) Control Question

My client, for tax reasons, is setting up a Newco to acquire 100% of thenon-corporate interests of an entity for an acquisition price of greater than$56.7 million, but less than $226.8 million. Before signing the purchaseagreement, the Newco incorporator (one of my client's officers) will appointother officers of my client to all of the Newco director positions. Newco willhave no balance sheet, no assets (other than cash to make the acquisition) andwill have issued no voting securities. At closing, Newco will issue my clientonly convertible voting securities.

My question is whether my client is Newco's UPE forHSR reporting purposes as it does not hold 50% of Newco's voting securities andthere is no contract that gives my client the right to control Newco's board(even though they do presently control the board but will not after closing)?If not, is Newco its own UPE?

I hope this makes sense, let me know if you needclarification. Thanks for your time,