1204006 Informal Interpretation

From:

(redacted)

Sent:

Monday, April 16, 2012 10:50 AM

To:

Verne, B. Michael

Cc:

(redacted)

Subject:

4C/4D Requirements

Mike,

Asdiscussed, the following rules apply to the production of Item 4C and 4Ddocuments in proposed transactions that terminate but are later revived:

1. Items 4C and 4D(iii). In the event that negotiations inwhich Company A is to acquire Company B terminate, any 4C and 4D(iii) documentsprepared in connection with such negotiations are not responsive in the eventthe transaction later revives. Any new responsive 4C/4D(iii) documents that relateto the second iteration of the transaction would need to be produced.

2. Items 4D(i) and 4D(ii). In the event that negotiations inwhich Company A is to acquire Company B terminate but the transaction laterrevives, the Parties would need to submit these documents if created within 1year before the date of filing, regardless of the termination of the initialiteration of the transaction.