0609008 Informal Interpretation

From:(redacted)

Sent:Wednesday, September 20, 2006 2:19 PM

To:Verne, B. Michael

Subject:HSR question

A, B and C are partners in a partnership and hold25%, 25% and 50% interests respectively.

Thepartnership will distribute certain assets to C, whose interest in thepartnership will be reduced from 50% to 20%. The interests of A and B willtherefore increase to 40% each.

Hasthe partnership made a potentially reportable acquisition of its own remainingassets?

I would say no, the partnership has not made anyacquisition, much less a potentially reportable acquisition, even though as aresult of the distribution, control of the partnership has shifted from C backto the partnership itself.

Whatis your thought?

Is the answer the same if the distribution to C buysout C's entire interest, and A and B therefore each increase to 50%?

Again, I would say that neither A nor B has made anacquisition, although each now controls the partnership.