Question
March 3, 2003
Mr. Michael Verne,
Pre-Merger Notification Office,
Bureau of Competition, 300
Federal Trade Commission,
600 Pennsylvania Avenue, N.W.,
Washington, D.C. 20580
Dear Mr. Verne:
This letter will confirm our conversation today in which we orally provided the facts set forth below and in which you confirmed, on the basis of those facts, that the (redacted), the Ultimate Parent Entity, as defined in 16 C.F.R. 801.1(a)(3) (redacted) LLC for purposes of filings required to be made for acquisitions by (redacted) LLC pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 15 U.S.C. 18a, as amended, (the "Act") and the rules thereunder.
(Redacted) is a Delaware limited liability company, whose name will be changed to (redacted) on or about March 15, 2003. All of the interests in (redacted) held by (redacted), a New York general partnership, two thirds of the common partnership interests and certain preferred interests of which are held by (redacted) and (redacted) of which are ultimately controlled by (redacted), one-third of the interests in (redacted) are held by (redacted), a New York partnership controlled, as set forth below, (redacted)
(Redacted) was formed in connection with a restructuring of interests in (redacted) (the Transaction") pursuant to a certain June 24, 2002 binding letter agreement (the Agreement") for which a filing under the Act was made on July 2, 2002 and for which early termination was granted on July 12, 2002. (Excerpts of that filing are enclosed).
As contemplated by the Transaction, designated assets of (redacted) were transferred to (redacted), (redacted) was irrevocably appointed manager of (redacted) and (redacted). Partnership ??? exercise complete control and management rights with respect to (redacted) and its assets, became entitled to 100% of the profits of, and in the event of dissolution, the assets of (redacted) and obtained the contractual power to designate 100% of the individuals exercising rights with respect to (redacted) those functions similar to the functions of the directors of a corporation. None of (redacted) individuals who Partnership the functions similar to those of directors of a corporation.
Based upon the above facts, you confirmed our understanding that, pursuant to the definitions of "Person," "Ultimate Parent Entity," and "Control" in 16 .F.R. 801, (redacted) is the "Ultimate Parent Entity" of (redacted) and (redacted) is within the Person of (redacted). I would appreciate you calling me at (redacted) to confirm my understanding of today's discussion.
(Enclosure)