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Date
Rule
801.2
Staff
Michael Verne
Response/Comments
Agree that under our current interpretations, this is reportable.

Question

From: (redacted)

Sent: Thursday, January 16, 2003 2:15 PM
To: Michael Verne
Subject: Hypothetical

Hi Mike. I hope that you are doing well. Please let me know if the PNO's interpretations have changed in such a way that would render the transaction described below unreportable:

UPE is entitled to 51 % of the profits and residual assets of LLC and owns 98% of Subcorp. LLC drops assets into a wholly-owned LLC ("New LLC") and then sells New LLC to Subcorp. Assume the value of New LLC's assets exceeds $50 million. UPE thus is acquiring the assets of New LLC from itself.

Thanks,

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