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Date
Rule
Form Item 6
Staff
Michael Verne
Response/Comments
Acquisition of LLC interest is not an asset deal. Limit Item 6 to the LLC, anything is controls.

Question

From:(redacted)

Sent:Friday, April 14, 2006 4:24 PM

To:Ovuka, Nancy M.; Verne, B. Michael

Subject:Item 6

Hi Nancy and Mike,

Couldone of you answer this on Monday morning? (Not sure who's on vacation orobserving Easter Monday.)

Irepresent a seller. My UPE is selling its wholly owned, indirect subsidiary.This subsidiary is an LLC.

I amunclear what, if anything, to report for Item 6. The instructions for Item 6state that, for asset deals, the seller of assets does not need to report Item6 information. However, the instructions before Item 5 say that, for Items 5 -8, in the case of an acquisition of non-corporate interests (as opposed to anacquisition of assets or voting securities), the response should be limited tothe unincorporated entity being acquired.

So,for Item 6, is an LLC treated like an asset deal, in which case I would notneed to report Item 6 information? Or, do I need to report Item 6 informationhere, and, if so, can it be limited to information about the LLC?

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