Question
From:(redacted)
Sent:Tuesday, January 30, 2007 11:10 AM
To:Verne, B. Michael
Cc:(redacted)
Subject:Filing question
Mike,
Ihope this finds you well. I would like to ask you a question with respect to atransaction in which there is a future payment.
Theanswer to this question will not impact the fact of filing -- the parties agreethat the transaction is reportable regardless. Nor will it affect the filingfee -- the transaction value is worlds away from the next threshold.
Thetransaction involves the acquisition of 100% of voting securities of Company Afrom its shareholders ("sellers"). Company B ("buyer") willpay seller an amount at closing (subject to certain adjustments) ofapproximately $120 million. In addition, the parties contemplate a payment tobe made by buyers to sellers three years after closing. This payment will bedetermined by a calculation based on revenues generated by the acquired entityand is, at this point, undetermined. The parties believe, however, that thepayment will be approximately $15 - 20 million, bringing total consideration toapproximately $140 million.
Ourquestion to you is this: does this good faith approximation suffice in terms ofdescribing this transaction and for filing purposes given that the additionalpayment will not affect the fact of,filing or the filing fee, or trigger anadditional filing?