Question
From: (redacted)
Sent: Thursday, September 01, 2005 5:15 PM
To: Verne, B. Michael
Subject: telephone call today
Dear Mike,
This will memorialize our discussion today regarding the pending HSR filing covering the purchase (redacted), the ultimate parent ofwhich is (redacted), of 100% of the voting securities of (redacted). As wediscussed, the acquisition structure of the transaction will differ somewhatfrom the structure described in the filing but, as you confirmed, that differencewill not require any amendment to the HSR filing.
As contemplated in the filing, (redacted) was to make the actualacquisition. Instead, an indirect subsidiary of (redacted), (redacted)("Master Partnership"), a non-corporate entity, will acquire the(redacted)shares after the end of the HSR waiting period. A few weeks later,Master Partnership will be capitalized by non-affiliated co-investors. None ofthese co-investors will acquire, directly or indirectly, the right to 50% ormore of the profits or assets upon dissolution of Master Partnership. However,(redacted) interest in Master Partnership will be diluted to the point thatMaster Partnership will become its own ultimate parent entity. You confirmedthat because these acquisitions will not confer control over MasterPartnership, none are reportable under the HSR Act.Accordingly, no HSR filings need be made in connection withthese transactions.
Please call me as soon as possible if this misconstrues ormisrepresents our conversation in any way. Thank you for your assistance onthis matter.