1202010 Informal Interpretation

Form Item 4(d)(ii)
Michael Verne

– Not responsive. KW concurs.





Wednesday, February 22, 2012 2:28 AM


Verne, B. Michael


4(d)(ii) Question

Hi Mike, I have yetanother question. We have a potential 4(d)(ii) document prepared within thelast year by a third party advisor to our client in connection with a potentialrefinancing of the company's debt that was presented to ratings agencies. Itdoes include information about an acquisition for which we will be filing anHSR, including information about markets, potential for sales growth andexpansion into product or geographic markets with respect to the acquiredentity/assets. However, the presentation was not prepared for our client'sofficers and directors for the purpose of evaluating or analyzing markets,potential for sales growth and expansion, etc. in connection with theacquisition but rather to provide information in connection with gettingrefinancing. Could you please let me know whether this document must besubmitted as a 4(d) document for the acquisition transaction?

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