1209001 Informal Interpretation

From:

Ferkingstad, James H.

Sent:

Tuesday, September 04, 2012 2:54 PM

To:

(Redacted)

Cc:

Ferkingstad, James H.

Subject:

RE: HSR Reporting Determination

Basedon the facts presented, I agree.

From: (Redacted)
Sent: Tuesday, September 04, 201211:54 AM
To: Ferkingstad, James H.
Cc: (Redacted)
Subject: HSR Reporting Determination

Mr.Ferkingstad,

Goodmorning. Thank you for talking with us on the phone earlier -we would like toconfirm that our understanding of our conversation is correct. Please see thehypotheticals below:

CompanyA is purchasing 6 companies (YI-Y6) in a single transaction. YI-Y6 is each itsown UPE. When the purchase price is allocated among the target UPEs, notransaction value exceeds the reporting threshold.

It isour understanding that for HSR purposes each purchase is treated as a separatetransaction and none will be reportable due to the size of transaction test.Please confirm.

A requirementof transaction I is that the sellers of companies Yl-Y6 must, as a group,purchase common units of Company A. The total value of this backend purchasewill not exceed the reporting threshold.

Itis our understanding that I) the value of the backend transaction is not to beaggregated with the purchase price of companies YI-Y6, and that 2) the backendpurchase is not reportable on its own. Please confirm.

Thankyou for your attention to this matter.