2105006 Informal Interpretation

From: Whitehead, Nora <nwhitehead@ftc.gov>

Sent: Monday, May 17, 2021 12:14:27 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Redacting Unrelated Content from 4(c) Documents

Yes, you may redact under the circumstances described.

From: [Redacted]

Sent: Sunday, May 16, 2021 10:39:41 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: Redacting Unrelated Content from 4(c) Documents

We hope this email finds staff well. We have a question regarding redacting content unrelated to a proposed transaction from otherwise responsive 4(c) documents. Based on current guidance in the PNO’s checklist, a party may “redact unrelated information from board minutes that are responsive to Item 4(c)[.]” Further, Informal interpretation 1908006 from August 19, 2019 states that “[m]aterial unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board meeting) without a claim of privilege.” Our question is whether this guidance extends to meeting minutes of Board Committees (as opposed to the full Board), such as a Mergers & Acquisitions committee. In other words, may a filing party redact information unrelated to the proposed transaction from the minutes of a Board Committee meeting, which are otherwise responsive to Item 4(c)?

We understand it is a bit last minute, but would grealty appreciate a response on Monday, if at all possible. We plan to file on Tuesday.