1708003 Informal Interpretation

[Redacted],

We agree no filing is required here.

Karen

From: [Redacted]

Sent: Thursday, August 17, 2017 9:47 AM

To: Carson, Timothy

Cc: Shaffer, Kristin; Berg, Karen E.; Gillis, Diana L.

Subject: Rollover Exemption

Ty,

It was a pleasure speaking with you. And thank you for your time. Here are the steps of the contemplated transaction.

Steps:

 A shell holding company called NewCo is formed solely to acquire and hold the shares of the Company B

 Company A (a private equity firm) buys $27M in equity of NewCo

 NewCo borrows $20M

 NewCo purchases $47M in equity of Company B (a privately held entity)

  Seller exchanges $30M in remaining equity of Company B in exchange for $30M in equity of NewCo (results in seller holding a percentage of shares in NewCo that is equal to the percentage of shares it held in Company B)  rollover

 Company A buys $20M in equity of NewCo

Here is the informal interpretation that I mentioned:

https://www.ftc.gov/enforcement/premerger‐notification‐program/informal‐interpretations/0501012

Based on this informal interpretation, it appears that there is no reportable transaction. Thank you again for your time and assistance.

Best,

[Redacted]