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Date
Rule
801.2, 802.4, 801.10, 801.13
Staff
Michael Verne
Response/Comments
Is the 49% interest in Target LLC the only holding of D Corp.? If so, the acquisition of the voting securities of D Corp. is exempt under 802.4. If the value of the assets of X Corp. is less than $68.2 million, no filing is required from Fund B. The only acquired side filing would be by Fund A for the acquisition of 100% of the interests in Target LLC by Buyer.

Question

From:

(redacted)

Sent:

Tuesday, May 15, 2012 4:12 PM

To:

Verne, B, Michael

Subject:

RE: Question(s)

Thanks.Can we say 2:00? I'm happy to call, or you can call me,

If ithelps, my main questions will be about which entity (of the two funds at thetop, which are not under common control) has to make a filing, or whether theyboth have to file, Almost all the value in the transaction Is attributable tothe LLC whose interests are being sold, so I'm hoping only the fund that owns51% of that LLC has to file as UPE, and the filing will be about theacquisition of that LLC (the buyer gets 51% of it from one fund, and the other49% indirectly from the other (by acquiring stock). If that's the case, thenthe sale of assets and sale of stock are not reported as separate transactions.

Referto image file for diagram.

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