1207012 Informal Interpretation

Date:
Rule:
802.2, 802.3
Staff:
Michael Verne
Response/Comments:

  – Agree.

Question

From:

(Redacted)

Sent:

Friday, July 27, 2012 3:13 PM

To:

Verne, B. Michael

Cc:

(Redacted)

Subject:

Scheduling a Call

Mike,

Ispoke with you on Wednesday regarding the possible sale of a 15% undivided interestin an electric generation plant project presently under construction by myclient. The generation plant will still require significant constructionefforts after the closing of the proposed acquisition. In addition to thepurchaser acquiring a 15% undivided interest in the generation plant itself asit stands at the time of the proposed closing, the purchaser likewise wouldacquire a 15% undivided interest in mineral lease interests as well asexploration and production equipment associated with a lignite mine that is onthe site of the generation plant facility and will be the source of fuel forthe proposed plant. It is my understanding that the 15% interest in the mineralleases and associated assets will be well below $200 million.

Aswe discussed, I think it would be beneficial for the potential purchaser'scounsel to join us on a call to discuss the possible application of theunproductive real property exemption and the exemption related to theacquisition of carbon-based mineral reserves and associated exploration andproduction assets, the combination of which I believe will result in theproposed transaction being non-reportable.

Youhad indicated that you would have some time available for a brief call onMonday, July 30'h. Would you be available for a call at either of the belowtimes (Eastern):

Monday10:00 a.m.
or Monday 1:30 p.m.

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