1203007 Informal Interpretation

Sheila Clark-Coleman

  – Agree. JF agrees.





Tuesday, March 20, 2012 2:01 PM


Clark-Coleman, Sheila



Ms. Coleman:

Thanks for your time thisafternoon. I am writing to confirm our discussion.

I represent Company A.

Around 2001, Company Abought certain supermarkets from Company B.

Around 2006, Company Bbought back those supermarkets from Company A.

Currently the parties areconsidering a transaction where Company A now buys back tile supermarkets itsold to B in 2006 plus some additional supermarkets. The transaction value ofthe currently contemplated transaction is well below the threshold.

My question concerned theaggregation rules, specifically where prior purchases from the same seller maybe aggregated for HSR purposes. Here, Company A bought supermarkets from B in2001 and now plans to do so again in 2012.

You explained that thesepurchases would NOT be aggregated given the time lapse (about 11 years) betweenpurchases. Please confirm this is the case.

As an aside, I don'tbelieve the 2006 purchase by Company B or the fact that some of the samesupermarkets are at issue in the transactions impacts tile analysis, but Iwanted to give you all the facts that I had.

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