Question
From:(redacted)
Sent: Wednesday, December 21, 2005 1:27 PM
To:Verne, B. Michael
Subject: Value of LLC Interests andDebt Payoff
Mike,
I want toconfirm that a filing would not be required in the following transaction:
Buyer isacquiring 100% of the interests in a limited liability company("Target"). Buyer is paying the sole holder of the interests in theTarget ("Owner") an amount that is greater than the size oftransaction threshold. However, the purchase agreement provides that a certainamount of such payment from Buyer will be used by Owner to pay off the thirdparty debt of the Target. Thus, at closing, the purchase price (not includingthe amount being used by Owner to pay off the debt) would be approximately USD15M and well below the size of transaction threshold.
Based onInterpretation 93 and some related informal interpretations that I foundon-line, I believe that the value of the transaction described above under801.10(d) would only be USD 15M and thus below the size of transactionthreshold. I would appreciate your confirming that you would agree.