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Date
Rule
802.51
Staff
Michael Verne
Response/Comments
Agree.

Question

From: (redacted)
Sent: Tuesday, December 20, 2005 9:51 AM
To: Verne,B. Michael
Subject: foreign JV question

Dear Mike,

I am examining atransaction in which two foreign entities will contribute ongoing businesses toa newly formed joint venture (to be formed as a corporation), also foreign.After the businesses are contributed, the new joint venture will not have USrevenues or US assets greater than $53.1 million. However, one of the parententities does have US revenues above $53.1 million.

It seems to methat since the acquired entity here (the JV) does not meet the threshold under802.51, no filing would be required. Can you confirm?

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