1807004 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Friday, July 13, 2018 10:30 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Kristin; Sheinberg, Samuel I.; Whitehead,
Nora; Cummings, Stephanie
Subject: 	FW: Item 2 and 3 Question
From: Carson, Timothy
Sent: Friday, July 13, 2018 10:29:54 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Item 2 and 3 Question
Yes, our guidance states that size of transaction can be expressed in a range as long as it does not straddle a filing fee
threshold.
From:
Sent: Friday, July 13, 2018 10:00:13 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: Item 2 and 3 Question
Hello,
We represent a corporation involved in a transaction in which it will acquire voting securities, non‐corporate interests,
and real estate. We intend to file notification on the Letter of Intent. Due to the structure of the deal, the corporation
has performed a fair market value that places the value of the transaction within the first notification threshold, i.e.
$84.4 million‐$168.8 million.
For various reasons, we do not want to share the exact valuation with Seller. Is it acceptable to file notification and in
Items 2 and 3 state that the range of the deal is “Greater than $150 million but less than $168.8 million”?

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