Question
From:
(redacted)
Sent:
Thursday, June 12, 20083:25 PM
To:
Verne, B. Michael
Subject: Item 4(c) Question
Hi Mike,
I hope that you are enjoying these "cooler" days of June.
I have several related question regarding Item 4(c) documents with which I would appreciate your guidance.
We have a client that is in the process of selling some assets from one of its divisions. The client prepared a number of documents in connection with the proposed sale for internal purposes. The documents compare potential buyers of the assets and do contain some Item 4(c) information. However, the documents were prepared by non-officers/directors of seller and were never seen by officers/directors of seller. My understanding is that these documents are therefore not considered Item 4(c) documents of seller but I want to confirm that my understanding is correct.
Would these documents become Item 4(c) documents of seller (with same facts as above) if they were shared with buyer? My assumption is that if the documents are shared with buyer, they are deemed to be shared with the officers/directors of buyer. That being said, my understanding is that this would not make these documents Item 4(c) documents of seller but I want to confirm that my understanding is correct.
Is the analysis different if the documents are prepared by seller (no officers/directors of seller see documents) for buyer as opposed to for internal purposes as described above?