Question
From: (redacted)
Sent: Wednesday,March 22, 2006 9:28 AM
To: Verne,B. Michael
Subject: 4(c)question
Mike,
I'm trying to determineexactly who would qualify as an officer or director for purposes of a 4(c)search. This is a question similar to some you have answered previously(informal staff opinions 0512023 and 0503019).
I represent a newly-formedcompany (NewCo) making a reportable acquisition. Eight different funds investin NewCo, none holding 50% or more of NewCo's voting securities, nor having thecontractual right to appoint 50% of the board. Thus, the NewCo is its own UPE.
Each of the eight investing fundsis composed of multiple investors. Four of the investing funds have the same GP("GPI"), two others have the same GP ("GP2"), and the finaltwo have the same GP ("GP3").
From your opinion number0503019, it seems to me that to the extent that the three GPs have investmentcommittees (or an equivalent type of group), the members of those investmentcommittees may be considered officers or directors for purposes of a 4(c)document search. However, based on opinion number 0512023, perhaps only the investmentcommittee of the GP for the funds constituting a majority of the shares ofNewCo should be searched. For example, say that each investing fund holds 12.5%of NewCo. Thus, only the investment committee of GP1 would be acting as generalpartner for investors holding a majority stake (aggregated) in NewCo, andtherefore perhaps only that investment committee should be searched.
If NewCo has officers anddirectors, is it sufficient to search these people, or must I still search theinvestment committee (or equivalent) of GP1, and perhaps GP2 and GP3 as well?Are there any others that may need to be searched?