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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
Correct.

Question

From: (redacted)
Sent: Thursday, March 10, 2005 6:48 PM
To: Verne, B. Michael
Subject: HSR Query

Mike, here isanother HSR query for you:

A is buying allof the shares of B for $54.5 million. The shares of B are not publicly listed.B has debt to a bank in the amount of $23.1 million. Simultaneously with theclosing, the seller will use $23.1 million of the purchase price and pay offB's debt to the bank. It is my understanding that the transaction price is$31.4 million. Is that correct?

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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