Question
From: (redacted)
Sent: Friday, January 18, 2008 12:40 PM
To: Verne, B. Michael
Subject: Question regarding FTC notice requirements
Mr.Vern, as (redacted) mentioned in a voicemail yesterday, we have been asked toassist a client who is trying to determine if a HSR filing is required in aprospective sale of natural gas producing properties.
Ourclient and approximately 19 other individual companies own interests in aproducing natural gas field comprised of leases on which there are producingwells and additional proposed but undeveloped drilling locations. Of theapproximately 20 individual sellers, virtually none if any, are commonly owned.We believe that as part of the overall transaction each seller will sell itsundivided interest individually, with a separate assignment. One broker wasretained to market the entirety of the natural gas field (on behalf of all 20owners) but the individual sellers do not form any trust, joint venture,partnership or any other entity. Although bidders have submitted single bidsfor all of the interests, each individual seller maintains the right to decidewhether or not to accept a bid or to sell their undivided interests.
We believe the total value oftransferred assets will be in excess of the limits imposed by 16 CFR 802.3 required for an exemption from the noticerequirements, but the interest of any individual seller will be well below thatlimitation.
Ourquestion is whether we should look to each separate transaction between eachseller and the buyer to evaluate whether the notice provisions are triggered orwhether the value of all of the properties transferred(which may include the interests of all 20 owners, but which may include theinterests of less than the full amount) governs the notice requirements.