1106004 Informal Interpretation

Form Item 2 and 3
Michael Verne

– You can mention it in 3(a) but it is a separate non-reportable transaction,
so you do not need to respond to 2(b)


From: (Redacted)
Sent: Tuesday, June 21, 2011 6:03PM
To: Verne, B. Michael
Cc: (Redacted)

Subject:Hypothetical - Request for Input


Couldyou please give us input on the following hypothetical? Specifically, we'rewondering whether and how best to describe the real property transfer describedbelow in the HSR report to be filed in connection with the equity acquisitiondescribed below.

Allof the non-corporate voting interests of ABC, LLC are owned by Holdco, Inc. Mr.Man, a natural person, is the 100% shareholder of Holdco. Thus, Mr. Man is theUPE of ABC, LLC. Holdco, Inc. and Mr. Man will be entering into a Purchase andSale Agreement with Buyer to sell to Buyer all of the non-corporate votinginterests of ABC, LLC for a purchase price of $326 million.

Currently,the operations of ABC, LLC take place on real estate owned by Property, LP.Property, LP leases the real estate to ABC, LLC. Property, LP is controlled byMr. Man's two adult daughters -each daughter is a 49.5% limited partner inProperty, LP and Property GP, LLC is the 1% general partner of Property, LP.Mr. Man is the sole member of Property GP, LLC.

ThePurchase and Sale Agreement contemplates that in addition to the purchase ofthe ABC, LLC interests, Buyer will also be purchasing the property owned byProperty, LP for $7.5 million pursuant to a separate Real Property PurchaseAgreement. Although there is a separate Real Property Purchase Agreement, thePurchase and Sale Agreement contains a number of representations of Property,LP and other provisions relating to the purchase of the real estate. It iscurrently intended that the Real Property Purchase Agreement is signed the sameday that the Purchase and Sale Agreement is signed, and that the closing of theequity purchase will occur simultaneously with the closing of the real propertypurchase.

First,we're unclear whether the real property transaction should be described on Item3(a) of the HSR Report to be filed in connection with the equity transaction.Secondly, if it should be described on Item 3(a), is that the only place wherethe real property acquisition needs to be described or mentioned? For instance,should we check the box for "asset acquisition" on Item 2(b) andshould we describe the assets (I.e., the real property) on Item 3(b)(i)?

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