2506002 Informal Interpretation

A client plans to submit an HSR filing for a transaction, which will be filed based on an executed letter of intent. The letter of intent is fairly fulsome; however, as the parties have negotiated the transaction they have also prepared a “transaction diagram” that provides additional details about the structure of the transaction. The buyer will be submitting the transaction diagram with its filing. The transaction diagram is a “dated document,” in that it reflects a specific date; however, the transaction diagram has not been separately executed by the parties.

My question is how we should handle this in the Affidavit. My thought was for the Affidavit to say something along the lines of “A Letter of Intent has been executed, pursuant to which ‘A’ will acquire 100% of the assets of ‘B.’ The Letter of Intent, in conjunction with the transaction diagram that is attached as Exhibit C-01, provides sufficient detail about the scope of the entire transaction that the parties intend to consummate.”

Does this work, or would you prefer that we handle this a different way?