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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
Agree

Question

June 6, 2005

Mike,

I just wanted toconfirm that the following transaction does not trigger an HSR filing:

"Buyer"will acquire 100% of the interests in an LLC ("Target LLC"). Buyer willpay $47 million in cash to the current interest holders and as part of thetransaction will pay $10 million to a third party bank to pay off a debt owedby Target LLC to the bank.

I assume thatinterpretation 93 which technically deals with corporations, now applies toLLCs so that the value of the transaction described above pursuant to 801.10(d)would only be $47 million and thus below the size-of-transaction threshold. Isthis analysis correct?

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