2006002 Informal Interpretation

From: Whitehead, Nora

Sent: Friday, June 26, 2020 9:59:57 AM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: 803.5(a)(2) cash tender offer affidavit

We agree, as long as the announcement complies with SEC regulations.

From: [Redacted]

Sent: Thursday, June 25, 2020 2:49:51 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: RE: 803.5(a)(2) cash tender offer affidavit

Dear all, just to clarify, the cash tender offer is for a minority interest, not control. Thank you!

From: [Redacted]

Sent: Wednesday, June 24, 2020 9:59 PM

To: [Redacted]

Subject: 803.5(a)(2) cash tender offer affidavit

Dear all, I hope you are all well. For a cash tender offer (private issuer) can you please confirm it’s sufficient for the public announcement criterion of 803.5(a)(2) to send the offer letter to all shareholders of the issuer eligible to participate in the offer? ABA PNPM (5th) Interp. #218 suggests this should be sufficient – in our case the offer is to a subset of shareholders and all those eligible to participate would receive the letter/announcement. Thank you!