1206013 Informal Interpretation

Form Item 4
Michael Verne

  – Agree. J
Ferkingstad concurs.





Monday, June 11, 2012 2:11 PM


Clark-Coleman, Sheila




Request for Informal Ruling

Federal Trade Commission
Premerger Office:


Thankyou for speaking with us today. This email is to confirm our conversationregarding whether or not a certain document is an item 4 document for purposesof HSR.

Facts: The document in question was preparedby our client for a third party investment banker in order for the investmentbanker to give our client advice about a possible sales process of a certaindivision of our client. The company had investigated possible sales of thedivision on previous occasions unsuccessfully, and the purpose of the documentwas to give updated guidance to the investment bankers for further advice fromthe investment bankers on whether a sale might be possible. It was not until amonth later and unrelated to this document, that the acquiring personapproached the investment banker with respect to a possible acquisition. Thedocument itself does contain information about market share, but it contains noinformation about the eventual acquiring person or other competitors. Finally,the acquiring person was never given this document.

Conclusion: Confirming our conversation, youadvised that this document is not a 4(c) document because it does not relate tothe current or any other particular acquisition. It is, of course, also not a4(d) document because it was prepared by our client rather after than theinvestment banker. We would appreciate if you would confirm these conclusions. (Agree SC)

About Informal Interpretations

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.

Learn more about Informal Interpretations.