0702007 Informal Interpretation

From:(redacted)

Sent:Monday, February 05, 2007 11:53 AM

To:Verne, B. Michael

Cc:(redacted)

Subject:HSR Advice

DearMike - A few weeks ago, we discussed the following fact pattern and you advisedme that the acquisition of the remaining 50%interest in Company C would notrequire premerger notification, assuming that the total value of Company Cwould be less than $56.7 million.

FACTPATTERN DISCUSSED - Previously, Company A purchased Company B for approximately$150 million. Company B holds minority partnership interests in a series ofproject companies that own power plants. Company B also holds a 50% partnershipinterest in Company C which owns a power facility in Guam. Thevalue of the 50% interest of Company C at that time of the acquisition wasapproximately $13 million.

NoHSR filing was made in connection with the above referenced transaction becausethe acquisition of all of the minority owned project companies were consideredexempt and the value of the one 50% interest - which would be considered nonexempt, was less than $56.7 million.

Subsequently,Company A contracted to acquire the remaining 50% interest in Company C. I wastold that the current total value of Company C will be less than $56.7 million,and you agreed that under the circumstances, no filing was necessary.

NEWFACTS - I just learned that there is a large loan facility outstanding thatwould need to be repaid in addition to paying for the project. The transactionis structured as the acquisition of membership interests. Does that change theanalysis?

****Oneother (somewhat unrelated) question - Do you need to fill out item 6 if you arethe acquired person and only membership interests are being acquired?