Question
From:(redacted)
Sent:Tuesday, April 11, 2006 1:08 PM
To:Verne, B. Michael
Cc:(redacted)
Subject:FW: (redacted) Exemption draft email to Mike Verne
Dear Mike:
I am writing to confirm the Hart-Scott-Rodino advicethat you provided to (redacted) and me on Tuesday, April 11, 2006. In our telephone call we posed the followingscenario:
Buyer is purchasing a partially completed electricitygeneration plant (the "Facility") from the Seller. The assets beingacquired include leases, permits, licenses, equipment, some equipment subjectto contract, electrical connections and other items relating to the Facility.The size-of-transaction and size-of-parties thresholds under the HSR Act areexceeded. Seller went bankrupt prior to completing the Facility, the Facilityis not yet productive. Buyer will need to expend a significant amount to makethe Facility operational.
Our discussion focused on the Section 802.2 andSection 802.1(c) exemptions. You indicated that the Facility would qualify as"unproductive real property" under Section 802.2(c). You alsoindicated that a generation and related equipment would be exempt as"current supplies" under Section 802.1(c). Therefore, you advised usthat the acquisition of the Facility, including incidental licenses, permits,and equipment is exempt from HSR reporting requirements under 802.2 (c) and802.1(c).
Pleaseadvise us whether this is consistent with your understanding of our discussion.As always, thank you for your advice and assistance.