1605003 Informal Interpretation

From: Walsh, Kathryn E.
Sent: Thursday, May 05, 2016 11:41 AM
To: [REDACTED]
Subject: RE: Your HSR Filing [REDACTED]

[REDACTED]:

We agree that “executed” is not necessary in the buyer’s affidavit in an 801.30 filing. In fact, there is really no reason for the buyer to mention any agreement(s) in its affidavit for an 801.30 transaction – reference to an agreement is not required, and may cause confusion about whether the transaction is actually an 801.30 or not. Of course, the buyer should discuss the agreement(s) in Item 3(a) and submit any agreement(s) with the filing.

Kate

From: [REDACTED]
Sent: Wednesday, May 04, 2016 11:55 AM
To: 'Walsh, Kathryn E.'
Subject: RE: Your HSR Filing

Kate:

In an 801.30 transaction based on shareholder agreements, I wasn’t clear what is required in the buyer’s affidavit. Do I need to say “executed” agreements?

Many thanks,

[REDACTED]