1109010 Informal Interpretation

Item 4(d)(iii)
Kathryn Walsh

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)
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).
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).
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).


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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