Question
From:
(redacted)
Sent:
Friday, May 08, 2009 10:04 AM
To:
Verne, B. Michael
Cc:
(redacted)
Subject: HSR Informal Request
Mike,
(Redacted), (redacted) and (redacted)are currently representing certain companies in connection with thefollowing transactions:
MLP-l is master limited partnership and its own ultimateparent entity ("UPE"). It has three interest holders, A, B and C, inaddition to the public interest holders. No single entity holds a 50% orgreater interest. For purposes of this analysis we are assuming that MLP-lcurrently controls MLP-2, another master limited partnership. The public holdsa non-controlling interest in MLP-2. The contemplated transactions are asfollows:
A, Band C will acquire the public's minorityinterest in MLP-l in proportion to their current holdings in MLP-l. As a resultof this acquisition, A will become the UPE of MLP-l. As provided for in thesame agreement, A, B and C will acquire the public's minority interest inMLP-2.
The value of A's current interest in MLP-l togetherwith the value of the additional interest A will acquire in MLP-1, will notexceed $65.2 million. A does not currently hold any interest in MLP-2.
The combined value of A's interests in MLP-l andMLP-2 after the transaction would exceed $65.2 million. However, we do notbelieve that the value of A's acquisitions of the public's interests in MLP-land MLP-2 should be aggregated for HSR purposes and seek your concurrence. Ourreasoning is that one transaction must occur prior to the other. If A's acquisitionof the MLP-l interest occurs first, then A will become the UPE of MLP-l, andthus the UPE of MLP-2, after which it may acquire the remaining interests inMLP-2 without a filing. If A acquires the MLP-2 interest first, A will acquireonly a minority interest in MLP-2 and the value of this interest should not beaggregated with other acquisitions pursuant to 801.13(c)(2).
Please let us know if you agree or disagree withour analysis or if you need additional facts.