1205012 Informal Interpretation

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

  – Agree with BOTH. K Walsh concurs.

Question

From:

(redacted)

Sent:

Friday, May 18, 2012 12:04 PM

To:

Verne, B. Michael

Subject:

Two questions on Items 4(d)(i) and 4(d)(ii)

HiMike,

Ihope all is well. I have two (hopefully quick) questions on Items4(d)(i)/4(d)(ii).

TheItem 4(d) tip sheet says that if a seller creates multiple CIMs for an array ofbidders, then Item 4(d)(i) requires only the CIM created for the actual buyer.

Myquestions are:

1)Could you please confirm that this analysis is the same for ManagementPresentations? In other words, if a seller created multiple ManagementPresentations for an array of bidders, could you please confirm that Item4(d)(i) would require (at most) only the Management Presentation that wascreated for the actual buyer?

2)Could you please confirm that this Item 4(d)(i) analysis also applies in Item4(d)(ii)? In other words, if an investment banker, consultant, or otherthird-party advisory created multiple CIMs, Management Presentations, or duediligence responses, etc., for an array of bidders, could you please confirmthat Item 4(d)(ii) would require only the CIM, Management Presentation, or duediligence response, etc. that was created for the actual buyer?

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Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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