Question
June 15, 2004
VIA FACSIMILE
Ms. Nancy Ovuka
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, DC 20580
Re- Hart-Scott-Rodino Act Filing Requirements
Dear Ms. Ovuka:
This isto confirm our conversation this morning in which (redacted) and I presentedyou the following acquisition scenario: Company A is being acquired by Company B.The purchase price in the Securities Purchase Agreement is $104 million towhich the parties anticipate the addition of $1.5 million as a net workingcapital adjustment and a miscellaneous adjustment of $2.5 million indicating atotal purchase price of $108 million. At closing the $108 million will bedisbursed as follows: approximately $31 million will go to third parties asdebt payoff; approximately $15.5 million will go to pay off the subordinatednotes; and approximately $37 million will be paid to the preferred stockholders pursuant to the prior contractual arrangements, leaving approximately$24.4. million payable to the common.
Myclient is the ultimate parent entity (" UPE")of two investment entitiesthat hold the majority of the subordinated notes, the preferred stock and the commonstock. Also, the preferred stock is not convertible into common.
Based onthe above facts, you agreed with us that the transaction was not reportableunder the .Hart-Scott-Rodino-Act as Company B would not receive votingsecurities valued in excess of $50 million.
Pleaselet me know if the above does not accurately reflect our conversation. As alwayswe appreciate your attention to this matter,