1109008 Informal Interpretation

Date

September 15, 2011

Rule

Item 4(d)(iii)

Staff

Michael Verne

Response/Comments

Here is our position: 1. 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). 2. 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). 3. 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).

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Question

From:(Redacted)
Sent: Wednesday, September 14, 20118:56 PM
To: Verne,B. Michael
Cc: (Redacted)
Subject: 4(d) Documents For Filing

HelloMike-

Wehave a question about the scope of item 4(d)(iii). In a transaction for whichthe parties have jointly developed projections of revenue synergies, it seemsclear that any final financial model that includes stated assumptions would beresponsive to Item 4(d)(iii). But what about the following types of documents:

(1) estimates of synergies that do notrise to the level of a "financial model" and do not state theirassumptions (e.g., a slide that simply contains a bullet that says"revenue synergies in 2012 estimated to be $x million"); or

(2) E-mails that do not include the final analysisor models that are sent between the acquiring party and the acquired party inwhich the parties share ideas back and forth about what should go into thesynergies analysis (e.g., "should we include the $X million in synergytype A in our analysis," or "did you factor synergy type B into youranalysis"?).

Thankyou for your guidance, please let me know if you would care to discuss.

1109008 Informal Interpretation

Question

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