Question
From: (redacted)
Sent: Tuesday, May 20, 2008 4:45 PM
To: Verne, B. Michael
Subject: InformalHSR Advice
Mike,
We are seekinginformal advice with respect to the scope of a 4(c) document collection that weare preparing to conduct. In this case our client is Seller, which will divestits interest of approximately 70% of the voting securities of Issuer to Buyer.The remaining 30% interest of Issuer's voting securities are publicly tradedand will not be sold in connection with this transaction.
In November 2007,Seller announced that it planned to divest its shares in Issuer to whicheverfirm emerged as the winning bidder in an auction process. At the same time,Issuer undertook to work with Seller to explore the possible sale of theentirety of the shares of Issuer, including those that are publicly traded.Seller and Issuer retained two investment banking firms to prepare materialsincluding an Offering Memorandum and Management Presentation, among otherthings. Over the next few months the two investment banking firms narrowed thefield of bidders from over a hundred to one. In late March of this year, uponpresenting the terms of the top bid to Issuer's Board of Directors, the Boarddeclined to sell the publicly traded shares at the price that Buyer offered.Seller remained in negotiations with Buyer to sell only its approximate 70%interest in Issuer. At this time the structure and substance of the transactionchanged from the purchase of 100% of Issuer by Buyer to the purchase of 70%interest in Issuer only from Seller.
Based on thesefacts, the filing parties are seeking advice regarding whether to include inthe scope of the 4(c) search all materials that were prepared in contemplationof the sale of a 100% interest in Issuer, which date back through roughly lastNovember, or to start the 4(c) search at the time that the transaction changedinto the current structure that includes only the 70% interest to be purchasedby Buyer directly from Seller.
Thanks in advance.Please let me know if you need more facts to give guidance on this issue or ifyou would like to discuss in more detail.