1210007 Informal Interpretation

From: (Redacted)
Sent: Tuesday, October 09, 2012 4:22 PM
To: Clark-Coleman, Sheila
Subject: HSR Inquiry

Ms.Clark-Coleman:

Manythanks for taking the time to speak with me today. The questions we discussedappear below.

Debtsowed by the target company to certain trusts will be paid off at closing. It ismy understanding that the amount paid off is deducted from the purchase pricefor HSR purposes.

Isthe amount of the debt still deducted from the purchase price even if thetrusts were created by controlling shareholders of the target? (SC Yes)

Aswe discussed, informal opinions 1104012 (4/27/11) and 1107001 (7/5/11)appear to indicate that payments made to current employees pursuant to"change in control" provisions are deducted from the purchase pricefor HSR purposes.

In aproposed transaction, there are two different types of change in controlpayments:

Two employees ofthe seller have stock appreciation plans that provide for payments upon achange in control; and

A change incontrol provision in an employment agreement entitles the employee to payment 6months after a change in control.

Shouldthe above payments be deducted from the purchase price? (SC Yes)

Further,the parties have not determined who (the buyer or the seller) will beresponsible for these payments. Does this impact the analysis above? (SC Yes)