1202010 Informal Interpretation

Date:
Rule:
Form Item 4(d)(ii)
Staff:
Michael Verne
Response/Comments:

Not responsive. KW concurs.

Question

From:

(Redacted)

Sent:

Wednesday, February 22, 2012 2:28 AM

To:

Verne, B. Michael

Subject:

4(d)(ii) Question

Hi Mike, I have yet another question. We have a potential 4(d)(ii) document prepared within the last year by a third party advisor to our client in connection with a potential refinancing of the company's debt that was presented to ratings agencies. It does include information about an acquisition for which we will be filing an HSR, including information about markets, potential for sales growth and expansion into product or geographic markets with respect to the acquired entity/assets. However, the presentation was not prepared for our client's officers and directors for the purpose of evaluating or analyzing markets, potential for sales growth and expansion, etc. in connection with the acquisition but rather to provide information in connection with getting refinancing. Could you please let me know whether this document must be submitted as a 4(d) document for the acquisition transaction?

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