1109010 Informal Interpretation

Date:
Rule:
Item 4(d)(iii)
Staff:
Kathryn Walsh
Response/Comments:

- On point 2, I would think that 9 times out of 10 the $5 million will be taken from another substantive synergies document, so there will very likely be no need to worry about documents that reference such a figure in passing. That said, if all you have are these kinds of synergies estimates, we want to see them. Agree on your last point.   Additional Comments Synergy 4(d) 1.      If a document makes a passing reference to synergies with no quantified dollar amount attached (e.g., the deal will result in synergies) this is not enough to make a document responsive to Item 4(d)(iii). 2.      If Document A makes a passing reference to synergies with a quantified dollar amount attached (e.g., the deal will result in $40 million in synergies) this may be enough to make a document responsive to Item 4(d)(iii). If there is an underlying Document B from which this figure is drawn and Document B is being submitted in response to Item 4(d)(iii), there is no need to submit Document A. If there is no such Document B, then Document A must be submitted in response to Item 4(d)(iii). 3.      If a series of emails discusses input into the final version of a substantive synergies document, the emails are not responsive to Item 4(d)(iii) as long as the substantive synergies document is submitted in response to Item 4(d)(iii).

Question

From:(Redacted)
Sent: Thursday, September 15, 201112:28 PM
To: Walsh, Kathryn
Subject: RE: Item 4(d) synergies question

Thankyou. I think the position on point 2 is a bit odd as one could end up producingdocuments that say nothing more than we expect synergies of $5 million, forexample, and that does not seem to be the type of document sought in 4diii. Inmy case it is moot, as we do have a report prepared by a third party thatcontains the detail of the synergy analysis, making the other passingreferences contained in summary documents non-responsive.

AndI assume that if one has a series of drafts, or different iterations, ofsynergies reports that one would produce the latest version, as is the casewith 4c draft documents.

From: (Redacted)
Sent: Wednesday, September 14, 20113:16 PM
To: Walsh,Kathryn
Subject: Item 4(d) synergies question

Ihave a few documents that are related to an acquisition and refer to synergiesin a brief passing reference. Examples, while not exact, are that thediscounted cash flow analysis results in $40 million for the assets, plus $10million for tax efficiencies, scale benefits and synergies. Another in thecontext of a discounted cash flow discussion assigns a dollar figure toachieving 50% of Synergies in Country X.

Thisdoes not seem to me to rise to the level of a 4(d)(lIl) document and seemssimilar to a financial model without stated assumptions.

Theremay be other documents which formed the basis for these conclusory statementswhich would be within 4(d)(iii) .

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