Question
From:
(Redacted)
Sent:
Wednesday, November 18, 2009 10:36 AM
To:
Verne, B. Michael
Subject: FW:Question re I PO/Reorg
Hi, Mike: Did youhave any thoughts on this one? Thanks!
(Redacted)
From: (Redacted)
Sent: Friday, November 13, 2009 3:39 PM
To: Verne, B. Michael
Cc: (Redacted)
Subject: Questionre IPO/Reorg
Hi, Mike:
In anticipationof its initial public offering ("I PO"), Limited Partnership A isreorganizing into a corporation (the "Reorganization"). There are manysteps involved in the reorganization, including the reorganization of themultiple vehicles through which the partners of Limited Partnership A holdtheir interests in Limited Partnership A (the "ShareholderReorganization"). We believe that all steps of the transaction -theShareholder Reorganization, the Reorganization and the shares to be acquired inthe IPO -will be exempt from HSR reporting.
We believe thatLimited Partnership A, an oil-focused exploration and production company operatingin the U.S. and abroad (roughly 45% of its oil and gas reserves and/or rightsto such reserves are in the U.S.), has only exempt assets and, possibly,non-exempt assets with a fair market value of less than $65.2 million. AlthoughLimited Partnership A has total assets of close to $800 million, it currentlygenerates no revenues, as it has no producing reserves of any kind. Its assetsare integrally related to its exploration activities, including land, long-termleases and drilling equipment and rigs. We understand that the PNO's positionis that the $500 million limitation contained in 16 C.F.R. 802.3 applies toproducing oil and gas reserves and associated exploration or productionassets. In the present case, as there are no producing reserves of any kind, webelieve that Limited Partnership A holds only unproductive property and thusonly exempt assets.
Anyreorganization of entities which hold only non-controlling limitedpartnership interests in Limited Partnership A or entities (whether non-corporateor corporate in nature) whose only assets are cash and/or non-controllinglimited partnership interests in Limited Partnership A and/or stock or equityinterests in entities, whether corporate or non-corporate, whose only assetsare cash and/or non-controlling limited partnership interests in LimitedPartnership A will be exempt from reporting pursuant to 16 C.F.R. 802.4.
Similarly, anyacquisition of stock of the reorganized Limited Partnership A in the IPO(assuming such acquisition otherwise meets the jurisdictional thresholds of theAct) will likewise be exempt from reporting under 802.4 due to the fact thatthe issuer holds only exempt assets or non-exempt assets with a fair marketvalue of less than $65.2 million. We note that there could be other exemptionsthat would also be applicable to the Reorganization and/or ShareholderReorganizations, including 802.10, and the receipt of stock in the IPO,including 7A(c)(10), depending on the circumstances and facts.