1205012 Informal Interpretation

Form Item 4(d)
Michael Verne

– Agree with BOTH. K Walsh concurs.





Friday, May 18, 2012 12:04 PM


Verne, B. Michael


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


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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