Question
From:(redacted)
Sent:Monday, January 22, 2007 1:56 PM
To:Verne, B. Michael
Subject:Quick Question -- Balance Sheet Timing
Mike,
Hopingall's well with you in 2007. I have a very quick question for you. I representa client in a transaction whose current balance sheet shows them below thelarger part of the size-of-transaction test (its revenues are also belowthreshold, and target will only satisfy the smaller but not the greater part ofthe size-of-person test). The transaction will satisfy the smallersize-of-transaction threshold but not the larger where the size-of-person testbecomes irrelevant.
Priorto closing the transaction our client will be closing on a financing that willeasily bring it past the size-of-person test (as revised) and will have thisreflected in its most recent balance sheet also prior to that closing. Althoughclosing the financing is not a condition to closing the transaction, it's avirtual certainty to be completed and reflected in the balance sheet at thattime and we'd be willing to represent to that in the filing in order to get itunderway.
Wouldthis representation be a sufficient basis on which to file, rather than beingforced to wait until the balance sheet actually reflects the increased level ofassets?