Question
January 25, 2006
VIA ELECTRONIC MAIL
Mr. B. Michael Verne
Premerger NotificationOffice
Bureau of Competition
Federal Trade CommissionRoom 303
600 Pennsylvania Avenue, NW
Washington, D.C. 20580
Re: Obligation to FileNotification Pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended
Dear Mr. Verne:
Thankyou for taking the time to speak with me and (redacted) yesterday afternoon.Further to our conversation and the letter I sent to James Ferkingstad datedJuly 13, 2005 ("Letter") that we discussed, I am writing to confirmmy understanding of the advice you gave me with respect to the filingobligations of (redacted) and a limited partnership ("LP").
Specifically,as explained in the earlier letter, (redacted) was formerly the ultimate parententity of LP, and filed a notification and report form with respect to theacquisition of the voting securities of an issuer ("I"). Thatnotification designated the $100 million (as adjusted) threshold and listed LPas an acquiring entity. Subsequently, (redacted) ceased to control LP and itbecame its own ultimate parent entity for the purposes of the HSR Act.
Pursuantto the advice confirmed in the Letter, (redacted) and LP continued to acquirevoting securities ofI in reliance on the exemption contained in 16 C.F.R. 802.21 such that the aggregated holding of (redacted) and LP does not meet orexceed the $500 million (as adjusted) notification threshold, but isapproaching that threshold.
Youconfirmed that, if LP wishes to make further purchases without relying on theadvice given in the Letter, LP must file a notification and report form andobserve the statutory waiting period before making additional purchases inexcess of $500 million (as adjusted) of I's voting securities in the aggregatewith (redacted), but may designate $100 million (as adjusted) as the thresholdin its filing, notwithstanding the fact that it had previously relied on(redacted) earlier filing for that threshold.
Youfurther confirmed that (redacted) may continue to acquire voting securities ofI in reliance on 802.21 and without making an additional filing, so long ashis holdings of such voting securities do not reach the $500 million (asadjusted) notification threshold.
Thankyou again for taking the time to discuss this. If you disagree with any of theanalysis or conclusions above, please contact me as soon as possible. If I donot hear from you, I will advise my clients that they may relay on theconclusions stated above.