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Date
Rule
801.11(e)
Staff
Michael Verne
Response/Comments
Yes -we have taken the position that minority non-corporate interests are treated the same as voting securities for purposes of 801.11(e). We read "securities of the acquired person" to include LP and LLC interests.

Question

From:

(redacted)

Sent:

Wednesday, June 25,200812:46 PM

To:

Verne, B. Michael

Subject: 801.11 (e)Question

Mike,

In an acquisitionof noncorporate interests, where the transaction value is less than $200million (as adjusted), the acquiring person currently holds less than 50% ofthe interests in the acquired noncorporate entity but the proposed transactionwould cause the acquiring person to go over 50% of the acquired entity. Theacquiring

person has noregularly prepared financial statements.

When determiningthe total assets of the acquiring person, can we exclude the value of thenoncorporate interests currently held in the acquired entity?

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