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Date
Rule
Form Item 4(d)
Staff
Michael Verne
Response/Comments
There is no limitation on banker's pitch books to those who were ultimately engaged, so all of them would be responsive if they are related to the instant transaction. K Walsh concurs.

Question

From:

(Redacted)

Sent:

Tuesday, September 11, 2012 4:08 PM

To:

Verne, B. Michael

Subject:

4(d)(ii) -banker pitches

HiMike,

Forthe sale of a portfolio company, a seller has received about 10 pitch booksfrom various banks seeking engagement as an advisor. Assume all have 4(c)content and were produced within a year of the filing date. Two of the bankswere chosen as advisors. Must the pitches from the other 8 banks not ultimatelyengaged as advisors be included in response to 4(d), or are they not preparedin connection with the transaction since they were not relied on by the sellerfor that purpose?

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