1205014 Informal Interpretation

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

  - We think this falls squarely under Item 4(d)(ii), assuming it is not over a year old. If it is older than one year, even though it is arguably not responsive to 4(c) because there was no deal on the table at the time it was produced, you may want to consider including it as a voluntary submission.  K Walsh concurs.

Question

From: (redacted)
Sent: Thursday, May 17, 2012 5:33 PM
To: Verne,B. Michael
Cc: (redacted)

Subject:Question about Item 4(c)

Mike,

Ihope that you are doing well. We have a question with respect to Item 4(c), andwould appreciate your guidance.

Approximatelya year before the present, reportable transaction was contemplated, an advisorprepared a document for the seller that discussed basic industry conditions andtrends, stock market valuation and other financial characteristics, andaddressed ways to raise cash. In that context, the advisor presented anddiscussed a range of possible sales of business units in various combinationsand possible configurations to raise capital, as well as possible new uses ofcapital for the seller. With respect to each asset or group of assets (therewere 17 in all), it identified existing competitors and provided marketinformation. Further, in the context of each asset identified for possiblesale, it identified a range of buyers. The single business location that is nowbeing sold was one component of a unit discussed in this document with respectto competition, and the present buyer is one of several firms identified as apotential acquirer. We do not believe that this document is required to besupplied under Item 4 because it in no way was prepared for or analyzes thepresent transaction. Do you agree?

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