Question
[redacted]
December 20, 2000
Mr. Michael Verne
FEDERAL TRADE COMMISSION
Bureau of Competition
Premerger Notification Office
Room 303
Washington, D.C. 20580
Re:Exemption From Filing Requirements Under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) Pursuant to Rule 802.50(b)
Dear Mike:
Thank you for speaking with me on November 30, December 12 and December 18, 2000,
about the exemption for acquisitions of foreign entities by a United States person set forth in 16
C.F.R. 802.50(b) under the HSR Act. Specifically, I was inquiring with respect to an
acquisition of voting securities of entities that are currently direct or indirect subsidiaries of [redacted]
The assets of the entities that will be acquiring are oil and natural gas reserves
and associated assets, all of which are located in . Section 802.50(b) of the Federal Trade
Commissions rules and regulations under the HSR Act exempts from reporting the acquisition
of voting securities of a foreign issuers located outside of the United States unless the acquired
issuer has assets located in the U.S. having an aggregate value of $15 million (Rule
802.50(b)(1)) or more or the acquired issuer has made sales in or into the U.S. aggregating $25
million or more during its most recent fiscal year (Rule 802.50(b)(2)).
In discussing dollar amounts in this letter, we are using the average exchange rate during
most recent fiscal year which ended June 30, 2000, based on the Federal
Reserve Bank of New York Noon Interbank rate of 0.67841 Canadian dollars for each U.S.
dollar. It is our understanding that oil and natural gas are sold to a number
of buyers in that purchase oil and natural gras form various producers. Depending upon
the type of buyer, they then either re-sell the oil and natural gas to end users or refine the
hydrocarbons themselves. Some of the purchasers are brokers and sone have pipeline
operations. The following are the facts and perceptions that have been relayed to us by
legal counsel to [redacted] .
[redacted]