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Date
Rule
801.2
Staff
M Verne
Response/Comments
09/24/03 Refer to Questions/answers below. N Ovuka concurs.

Question

From: (redacted)

Sent: Tuesday, September 23, 2003 3:18 P.M.

To: Verne, Michael

Subject: FW: HSR Analysis

I would like to discuss the analysis of the attached transaction with you I will call later today or you can call me if you're ready to talk earlier. My number is hank you.

STEP 1 ( refer to original image file)

RESULT OF STEP 1 (refer to original image file)

STEP 2 (refer to original image file)

RESULT OF STEP 2 (refer to original image file)

Question:

Is this 1 or 2 potentially reportable transactions' ? (Staff comment: 1 Step 2)

Is the transfer of assets to E included for purposes of determining whether C has sufficient U.S. assets?
(Staff comment: No post formation acquisition and B is not getting ???? of C)

Is the cash contributed by A to C a U.S. asset for purposes of determining whether the acquisition by A of voting securities in C is reportable? (Staff comment: No investment asset)

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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