This is still our position.
Sent: Sunday,March 17, 2013 9:11PM
To: Verne, B. Michael
Subject: HSR Treatment of PubliclyTraded MLP Interests
I hope all is well. Ihad a quick HSR questionI wanted to confirm with you.
I understand the position of the FTC Premerger Notification Office to be that the acquisition of interests in a publiclytraded master limitedpartnership is always treated for HSR Act purposesas an acquisition of non-corporateinterests, and never as the acquisition of voting securitiesregardless of the form of management.This position is explainedin Informal Interpretation 67 in the 4th editionof the Premerger Notification Manual (ABA 2007).
I wantedto confirm my understanding (i) that there has been no changein the FTC PremergerNotification Office positionthat the acquisition of interests in a publiclytraded master limitedpartnership is alwaystreated as an acquisition of non-corporate interests; and accordingly (ii) that theonly time an acquisition of publicly tradedmaster limited partnership interests ever can be subjectto reportability under the HSR Act is if the acquiringperson will hold as a result of the acquisition interests entitlingthe acquiring person to 50% or more of the profits, or 50% or more of the assets upon dissolution of the publicly tradedmaster limited partnership.