0503025 Informal Interpretation

From: (redacted)

Sent: Wednesday, March 30, 2005 5:38 PM
To: Verne, B. Michael
Subject: HSR Guidance

Dear Mr. Verne,

I am writing for guidance in determining whether a transaction is reportableunder the Hart-Scott-Rodino Act.

Company A, a foreigncorporation with its principal place of business located outside the U.S., is a holding company with subsidiaries organized bothwithin and outside the U.S. The subsidiaries of Company A areengaged in mining, transporting, trading and marketing coal. Company A and itssubsidiaries collectively hold less than $50 million in assets located in the U.S. but had more than $50 million of sales in or into the U.S. in the most recent fiscal year.

Companies B and C, U.S. and foreign corporations, respectively,are competing bidders in a voluntary sale of all of the outstanding capitalstock of Company A. The size of person test would be met by either bidder.

It appears theacquisition does not qualify for the exemption provided by Regulation 802.51(a) or (b) because the $50 million limitation of that section is exceeded.However, Regulation 802.3(b) exempts acquisitions of coal reserves andassociated exploration or production assets not exceeding $200 million in theaggregate. All of the reserves and associated assets of Company A and itssubsidiaries are located outside the U.S. Assuming the total acquisition pricefor the stock of Company A is less than $200 million, would this exemption beavailable?