Question
From: Moss, Betty W.
Sent: Tuesday, October 12, 2004 10:41 AM
To: Verne, B. Michael
Subject: FW: informal advice sought re: HSR exemptions [action requested]
Importance: High
Sensitivity: Confidential
Mike, would you please look atthis. Thanks.
-----Original Message ----
From: (redacted)
Sent: Monday, October 11, 2004 6:55 PM
To: Moss, Betty W.
Subject: informal advice soughtre: HSRexemptions [action requested]
Importance: High
Sensitivity: Confidential
Dear Ms. Moss:
Would you kindly pass this informalrequest for advisement along to an available staffer for handling?
Thank you very much in advance.
(redacted)
We thought that we'd write to astaffer seek your informal advice as to whether our client may or may not haveto file under Hart-Scott-Rodino, given our client's proposed transactionstructure.
Here are some basic factsregarding the deal in question:
1. The Acquiring Person would be aCanadian corporation.
2. The Acquired Person would be a U.S. (Nevada) corporation.
3. The Canadian Acquiring Personwould purchase all of the stock of our client, the U.S. Acquired Person.
4. The U.S.-Acquired Person hasassets, 90 percent of which are located outside of the U.S.
5. The U.S.-Acquired Person'sremaining 10% of assets are comprised of two large mobile assets, with acombined value of around $5 million both of which have been located in the U.S. for the last year.
Issue:
Can our client (the U.S.-AcquiredPerson) afford itself of any of the exemptions that are provided fortransactions involving foreign persons, given the above facts, and if so, whatmight they be?
We appreciate your outreach andassistance. Please don't hesitate to telephone the undersigned if that ispreferable. We eagerly await your counsel.