Question
From: (redacted)
Sent: Friday, June 09, 20069:51 AM
To: Ferkingstad,James H.
Subject: HSR Act Reportability
DearMr. Ferkingstad:
I write following ourtelephone conversation yesterday confirming the nonreportability of thefollowing securities transaction.
Company A ("A")owns 90% of Subsidiary Al ("Al"). Company B ("B") owns theother 10% of Al in the form of convertible preferred stock with the right toelect one member of Al's board of directors. Pursuant to an intracorporate nonreportabletransfer, A transfers assets into Al . Al creates a new series of preferredstock designated as Convertible Preferred Stock and issues 45 shares to B forUS $153 million. As a result of this acquisition, B maintains its 10% interestin Al.
Youstated that this $153 million transaction would be exempt and therefore nonreportableas to both Al and B under the HSR Act, Exemption 15 U.S.C. 18a (c)(10) and 16 CFR 802.21.Please confirm.