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Date
Rule
Form - Item 2 3
Staff
Michael Verne
Response/Comments
Thats fine.

Question

From:(redacted)

Sent:Monday, May 22, 2006 2:06 PM

To:Verne, B. Michael

Cc:(redacted)

Subject:question re UPE

Hi,Mike

Can you please give me yourthoughts on the following?

Company A is purchasingCompany B. Company B has a subsidiary, BSUB1, that is a 50-50 joint venturewith Company C (which is unrelated to either Company A or B). By its purchaseof Company B, Company A is acquiring BSUB1's joint venture interest. The jointventure is valued at less than $56.7 million. In Items 2-3 we plan to reportCompany B and Company C as Acquired Persons but explain that the acquisition ofBSUB1 is not reportable as to Company C (and Company C will not be filing anotification) as it does not meet the jurisdictional threshold. Does this seemOK to you or is there another way we should do this as to Company C?

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