18040001 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Wednesday, April 18, 2018 12:53 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Shaffer, Kristin; Sheinberg, Samuel I.;
Davis, Alpa D.
Subject: 	FW: 801.10 - exclusion of funds earmarked to pay off debt of the Target
From: Whitehead, Nora
Sent: Wednesday, April 18, 2018 12:52:49 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: 801.10 - exclusion of funds earmarked to pay off debt of the Target
Yes, if the debt is the target’s.
Nora Whitehead
(202) 326‐3262
From:
Sent: Wednesday, April 18, 2018 1:19 AM
To: Walsh, Kathryn E.
Cc: Whitehead, Nora
Subject: 801.10 - exclusion of funds earmarked to pay off debt of the Target
Hi Kate,
I hope that all is well.
I am writing to confirm that it is still the position of the PNO that funds paid by the Purchaser in a voting securities
acquisition that will be used to pay debt owed to a controlling shareholder and/or minority shareholders are not
included in determining the acquisition price for purposes of the HSR size of transaction threshold.
Kind regards,

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