0604010 Informal Interpretation

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

From:(redacted)

Sent: Thursday, April 13, 2006 3:40 PM

To:Verne, B. Michael

Cc:(redacted)

Subject: HSR Reportability Question

Mike,

We had a question regarding reportabilityof transient a intermediary.

Ina multi-step transaction under a single purchase agreement, Corp. A (a $113.4 +person) will acquire 100% of the non-corporate interests of B sub from B (a$11.3 person but not a $113.4 million person) for greater than $56.7 million.Under the same purchase agreement, A will immediately sell B sub'snon-corporate interests to C in exchange for C's non-voting securities. C isits own UPE and has assets greater than $11.3 million but less than $113.4million. Thus, a direct transaction between C and B would not meet thesize-of-the person threshold and not be reportable. A serves as theintermediary for the transaction for tax reasons and SEC regulations, whichdisallow A from having a controlling interest in C or B sub.

WouldFTC informal int # 48 allow A to avoid reporting either or both the A-Btransaction or the A-C transaction as a transient intermediary or does A reallyhave to file twice to end up with only non-voting?

Ifno, would the answer change if the purchase agreement specifically conditionedA's acquisition of B sub's non-corporate interests on C's acquisition of Bsub's noncorporate interests?