SEC Company Response from Four Corners Property Trust, Inc. (FCPT) (CIK 0001650132) (FCPT) — Sep 24, 2015
Four Corners Property Trust, Inc. (FCPT) (CIK 0001650132)
Date: Sept. 24, 2015 · CIK: 0001650132 · Accession: 0001341004-15-000727
AI Filing Summary & Sentiment
File numbers found in text: 001-36181, 001-36252, 001-36708, 001-37356, 001-37538
Referenced dates: September 15, 2015, September 23, 2015, September 9, 2015
Letter
Via EDGAR Division of Corporation Finance Four Corners Property Trust, Inc. Form 10 Filed August 11, 2015 File No. 001-37538
Dear Ms. Barros:
On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated September 9, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on August 11, 2015 (the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.
We note that we responded to comments 2 and 4 of your Comment Letter in our letter to the Staff dated September 15, 2015 (the “Initial Response Letter”). In addition, we note that in our letter dated September 23, 2015 (the “Additional Response Letter”), we provided certain additional analysis and information responding to oral comments of the Staff discussed in our conference call with the Staff on September 18, 2015.
Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 1 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement. The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein, including financial
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 2
statements and related information as of and for the six months ended June 30, 2015. We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the August 11, 2015 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.
General
1.
Please provide all information required by Form 10, including the required exhibits, and complete all blanks in the information statement as soon as possible.
Response: The Company respectfully acknowledges the Staff’s comment and to the extent that information is required by Form 10 and not yet provided in the Registration Statement, the Company will provide all such information, including filing the required exhibits and completing all blanks in the Information Statement in subsequent amendments to the Registration Statement when the information is known and/or factually supportable.
2.
We note that you expect to elect and qualify to be subject to tax as a real estate investment trust effective January 1, 2016. Consequently, the assets Darden is transferring to you in connection with the Spin-Off will be held through an entity with a different structure, and you will be subject to different regulatory requirements, than was the case when the assets were owned by Darden. Please provide us supplementally with your analysis regarding whether the new regulatory scheme results in a form of “value” for purposes of the first condition of question four of Staff Legal Bulletin No. 4. Please specifically address the effect of the new REIT ownership structure in your analysis.
Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.
3.
We note from your disclosure on page 5 that you expect to incur debt pursuant to one or more term loans. We further note that, in connection with the Spin-Off, a portion of the proceeds of your term loan borrowings will be transferred to Darden and such cash will be used to retire certain Darden debt. Please provide us supplementally with your analysis of the impact of these transactions on the first condition of question four of Staff Legal Bulletin No. 4.
Response: In connection with the Spin-Off, the Company anticipates that it will enter into a credit agreement providing for a revolving credit facility and one or more term loan facilities to be provided by a syndicate of banks and other financial institutions. The Company expects that a substantial portion of the proceeds from the term loan borrowings (the “Relevant Term Loan Proceeds”) will be distributed to Darden, together
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 3
with all of the outstanding Four Corners common stock, concurrent with the contribution of assets to the Company by Darden in connection with the Spin-Off.
The transfer of the Relevant Term Loan Proceeds is a distribution from the Company to Darden in connection with the contribution of assets (including the Four Corners Properties and the LongHorn San Antonio Business) by Darden to the Company in relation to the Spin-Off. Such distribution of Relevant Term Loan Proceeds will be used by Darden to retire a portion of its outstanding indebtedness. Notably, neither the Relevant Term Loan Proceeds nor any other cash amounts are to be paid by Darden to its shareholders in connection with the Spin-Off nor are any cash amounts or other consideration to be paid by Darden’s existing shareholders.
The Company further notes that it is a common feature of transactions such as the Spin-Off to include the raising of debt financing by the subsidiary to be spun-off, the proceeds of which are transferred to the parent company in connection with a contribution of assets by the parent company to the subsidiary that will be spun-off. A number of recent examples are set forth below.
·
In the spin-off of Care Capital Properties, Inc. from Ventas, Inc. (July 30, 2015, File No. 001-37356), Care Capital Properties incurred $1.3 billion of new indebtedness and distributed substantially all of the proceeds from such indebtedness to its then-parent, Ventas, Inc.
·
In the spin-off of CareTrust REIT, Inc. from The Ensign Group, Inc. (May 13, 2014, File No. 001-36181), CareTrust REIT, Inc. issued $260 million of new unsecured senior notes and distributed approximately $220.8 million of the proceeds from such indebtedness to its then-parent, The Ensign Group, Inc.
·
In the spin-off of Washington Prime Group Inc. from Simon Properties Group, Inc. (April 21, 2014, File No. 001-36252), Washington Prime Group Inc. incurred $1.0 billion in new indebtedness and distributed approximately $1.0 billion of the proceeds from such indebtedness to its then-parent, Simon Properties Group, Inc.
·
In the spin-off of Communications Sales & Leasing, Inc. from Windstream Holdings, Inc. (March 25, 2015, File No. 001-36708), Communications Sales & Leasing, Inc. incurred $3.65 billion in long-term debt and distributed approximately $1.1 billion of the proceeds from such indebtedness to its then-parent, Windstream Holdings, Inc.
We refer to the analysis set out in our Initial Response Letter in response to comment 2 of the Comment Letter and our responses to the Staff’s oral comments below. The Company respectfully submits that the Darden shareholders will not be providing consideration in connection with the transfer of the Relevant Term Loan Proceeds from the Company to Darden.
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 4
4.
We note that your information statement filed in Exhibit 99.1 does not include pro forma information for Darden Restaurants, Inc. Please provide your analysis of the disclosure requirements included in Item 14(b) of Schedule 14A, in particular the pro forma financial information for Darden. Your analysis should address the applicability requirements included in Item 14(a) based upon all quantitative and qualitative aspects of the transaction relative to Darden. Refer to question four of Staff Legal Bulletin 4 and Instruction 4 to Item 14 of Schedule 14A.
Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.
5.
We note that you have incorporated by reference Darden’s annual report on Form 10-K for the year ended May 31, 2015. To the extent that you continue to incorporate by reference Darden’s annual report on Form 10-K, or any portion thereof, please file the relevant portions as an exhibit. Refer to Rule 12b-23 under the Exchange Act. Additionally, please file all applicable consents. Refer to Exchange Act Rule 12b-36.
Response: On page 5 of our Initial Response Letter, in relation to the disclosure requirements of the Staff Legal Bulletin (as defined in the Initial Response Letter) we noted as follows:
“The previously issued no action letters generally tie the disclosures required to the information that would be provided if the distributed subsidiary were to register an offering of securities using a Form S-1 registration statement. On this basis, pursuant to the requirements of Form S-1, the distributed subsidiary would not be required to include parent company disclosure, parent company financial information or parent company pro forma financial information in its S-1 registration statement.”
We refer to the analysis set out in our Initial Response Letter in response to comment 4 of the Comment Letter and our responses to the Staff’s oral comments under “Additional Responses— Additional analysis in relation to the response to comment 4 on the Initial Response Letter” below. We respectfully submit that the Company has included in the Registration Statement the disclosure that it believes is necessary to provide investors with the information necessary to understand the Company and the Spin-Off. On the basis of the analysis discussed in the Initial Response Letter, the Company has determined that it is not required to incorporate by reference in the Information Statement Darden’s annual report on Form 10-K, or any portion thereof.
Accordingly, the Company has amended page 146 of the Information Statement to reflect that the Company is not incorporating by reference any Exchange Act filings made by Darden. We also note that the Company refers to the financial statements of Darden in accordance with the customer concentration requirements applicable to the Company’s financial statements.
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 5
6.
We note disclosure throughout your filing regarding agreements with Darden being negotiated on an arm’s length basis. Please tell us how you can substantiate this representation or revise to remove reference that these agreements are on an arm’s length basis.
Response: The Company respectfully submits that the above-referenced disclosure, with respect to the Separation and Distribution Agreement, the Leases, the Tax Matters Agreement, the Transition Services Agreement, the Franchise Agreements, and the Employee Matters Agreement (the “Agreements”), is qualified with appropriate disclosures stating that the Agreements:
“will be negotiated in the context of the Spin-Off while we are still a wholly-owned subsidiary of Darden. Accordingly, during the period in which the terms of the Agreements will be negotiated, we will not have a board of directors or a management team that is independent of Darden. As a result, although the Agreements are generally intended to reflect arm’s-length terms, the terms of the Agreements may not reflect terms as favorable as would have resulted from arm’s-length negotiations between unaffiliated third parties. Accordingly, there can be no assurance that the terms of these agreements will be as favorable for us as would have resulted from negotiations with one or more unrelated third parties.”
See page 5 of the Information Statement. Similar disclaimers with respect to the Agreements appear on page 21 of the Information Statement.
The disclosures on page 113 of the Information Statement have been revised to clarify that, among other things, the fees and conditions under the Franchise Agreements are expected to be on terms comparable to similar franchising services negotiated on an arm’s length basis.
The Company respectfully submits that the terms of the Agreements are equivalent to those that would prevail in arm’s length-transactions.
For example, with respect to the statements made on the cover of the Information Statement and on page 113 of the Information Statement regarding terms of the Leases and the Franchise Agreements being “comparable” to similar agreements negotiated on an arm’s length basis, the Company recognizes that Paragraph 3 of SFAS 57, Related Party Disclosures (ASC 850-10-50-5) notes that transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, freemarket dealings may not exist, and that representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated (emphasis added).
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 6
In addition, in determining that the rent payable to the Company pursuant to the Leases for the 418 restaurant properties that will be leased to Darden was equivalent to the amount Darden would pay an unrelated third party to lease comparable property, Darden management researched the prevailing lease terms, including rental rates for similar triple net leased properties, with the assistance of third party appraisal reports. Accordingly, because the amount of rent payable under the Leases can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.
In determining that the fees payable to Darden under the Franchise Agreement for certain franchising services for the LongHorn San Antonio Business was equivalent to the amount the Company would pay an unrelated party for comparable services elsewhere, Darden management researched the prevailing rate for similar franchising services. Accordingly, because the amount of fees payable under the Franchise Agreement can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.
Summary
7.
We note your disclosure regarding the plan of reorganization contemplated in the Separation and Distribution Agreement. Please revise your disclosure to describe this plan of reorganization in more detail. Additionally, please tell us what consideration you have given to providing a diagram depicting the organizational structure prior to and/or immediately following the reorganization.
Response: The disclosure in the Information Statement has been revised as requested (see pages 44 and 45 of the Information Statement) to include a more detailed descripti
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Skadden, Arps, Slate, Meagher & Flom llp
Via EDGAR
Sonia Gupta Barros
Assistant Director
FOUR TIMES SQUARE
NEW YORK 10036-6522
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
September 24, 2015
FIRM/AFFILIATE OFFICES
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Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3628
Re:
Four Corners Property Trust, Inc.
Form 10
Filed August 11, 2015
File No. 001-37538
Dear Ms. Barros:
On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated September 9, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on August 11, 2015 (the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.
We note that we responded to comments 2 and 4 of your Comment Letter in our letter to the Staff dated September 15, 2015 (the “Initial Response Letter”). In addition, we note that in our letter dated September 23, 2015 (the “Additional Response Letter”), we provided certain additional analysis and information responding to oral comments of the Staff discussed in our conference call with the Staff on September 18, 2015.
Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 1 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement. The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein, including financial
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 2
statements and related information as of and for the six months ended June 30, 2015. We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the August 11, 2015 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.
General
1.
Please provide all information required by Form 10, including the required exhibits, and complete all blanks in the information statement as soon as possible.
Response: The Company respectfully acknowledges the Staff’s comment and to the extent that information is required by Form 10 and not yet provided in the Registration Statement, the Company will provide all such information, including filing the required exhibits and completing all blanks in the Information Statement in subsequent amendments to the Registration Statement when the information is known and/or factually supportable.
2.
We note that you expect to elect and qualify to be subject to tax as a real estate investment trust effective January 1, 2016. Consequently, the assets Darden is transferring to you in connection with the Spin-Off will be held through an entity with a different structure, and you will be subject to different regulatory requirements, than was the case when the assets were owned by Darden. Please provide us supplementally with your analysis regarding whether the new regulatory scheme results in a form of “value” for purposes of the first condition of question four of Staff Legal Bulletin No. 4. Please specifically address the effect of the new REIT ownership structure in your analysis.
Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.
3.
We note from your disclosure on page 5 that you expect to incur debt pursuant to one or more term loans. We further note that, in connection with the Spin-Off, a portion of the proceeds of your term loan borrowings will be transferred to Darden and such cash will be used to retire certain Darden debt. Please provide us supplementally with your analysis of the impact of these transactions on the first condition of question four of Staff Legal Bulletin No. 4.
Response: In connection with the Spin-Off, the Company anticipates that it will enter into a credit agreement providing for a revolving credit facility and one or more term loan facilities to be provided by a syndicate of banks and other financial institutions. The Company expects that a substantial portion of the proceeds from the term loan borrowings (the “Relevant Term Loan Proceeds”) will be distributed to Darden, together
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 3
with all of the outstanding Four Corners common stock, concurrent with the contribution of assets to the Company by Darden in connection with the Spin-Off.
The transfer of the Relevant Term Loan Proceeds is a distribution from the Company to Darden in connection with the contribution of assets (including the Four Corners Properties and the LongHorn San Antonio Business) by Darden to the Company in relation to the Spin-Off. Such distribution of Relevant Term Loan Proceeds will be used by Darden to retire a portion of its outstanding indebtedness. Notably, neither the Relevant Term Loan Proceeds nor any other cash amounts are to be paid by Darden to its shareholders in connection with the Spin-Off nor are any cash amounts or other consideration to be paid by Darden’s existing shareholders.
The Company further notes that it is a common feature of transactions such as the Spin-Off to include the raising of debt financing by the subsidiary to be spun-off, the proceeds of which are transferred to the parent company in connection with a contribution of assets by the parent company to the subsidiary that will be spun-off. A number of recent examples are set forth below.
·
In the spin-off of Care Capital Properties, Inc. from Ventas, Inc. (July 30, 2015, File No. 001-37356), Care Capital Properties incurred $1.3 billion of new indebtedness and distributed substantially all of the proceeds from such indebtedness to its then-parent, Ventas, Inc.
·
In the spin-off of CareTrust REIT, Inc. from The Ensign Group, Inc. (May 13, 2014, File No. 001-36181), CareTrust REIT, Inc. issued $260 million of new unsecured senior notes and distributed approximately $220.8 million of the proceeds from such indebtedness to its then-parent, The Ensign Group, Inc.
·
In the spin-off of Washington Prime Group Inc. from Simon Properties Group, Inc. (April 21, 2014, File No. 001-36252), Washington Prime Group Inc. incurred $1.0 billion in new indebtedness and distributed approximately $1.0 billion of the proceeds from such indebtedness to its then-parent, Simon Properties Group, Inc.
·
In the spin-off of Communications Sales & Leasing, Inc. from Windstream Holdings, Inc. (March 25, 2015, File No. 001-36708), Communications Sales & Leasing, Inc. incurred $3.65 billion in long-term debt and distributed approximately $1.1 billion of the proceeds from such indebtedness to its then-parent, Windstream Holdings, Inc.
We refer to the analysis set out in our Initial Response Letter in response to comment 2 of the Comment Letter and our responses to the Staff’s oral comments below. The Company respectfully submits that the Darden shareholders will not be providing consideration in connection with the transfer of the Relevant Term Loan Proceeds from the Company to Darden.
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 4
4.
We note that your information statement filed in Exhibit 99.1 does not include pro forma information for Darden Restaurants, Inc. Please provide your analysis of the disclosure requirements included in Item 14(b) of Schedule 14A, in particular the pro forma financial information for Darden. Your analysis should address the applicability requirements included in Item 14(a) based upon all quantitative and qualitative aspects of the transaction relative to Darden. Refer to question four of Staff Legal Bulletin 4 and Instruction 4 to Item 14 of Schedule 14A.
Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.
5.
We note that you have incorporated by reference Darden’s annual report on Form 10-K for the year ended May 31, 2015. To the extent that you continue to incorporate by reference Darden’s annual report on Form 10-K, or any portion thereof, please file the relevant portions as an exhibit. Refer to Rule 12b-23 under the Exchange Act. Additionally, please file all applicable consents. Refer to Exchange Act Rule 12b-36.
Response: On page 5 of our Initial Response Letter, in relation to the disclosure requirements of the Staff Legal Bulletin (as defined in the Initial Response Letter) we noted as follows:
“The previously issued no action letters generally tie the disclosures required to the information that would be provided if the distributed subsidiary were to register an offering of securities using a Form S-1 registration statement. On this basis, pursuant to the requirements of Form S-1, the distributed subsidiary would not be required to include parent company disclosure, parent company financial information or parent company pro forma financial information in its S-1 registration statement.”
We refer to the analysis set out in our Initial Response Letter in response to comment 4 of the Comment Letter and our responses to the Staff’s oral comments under “Additional Responses— Additional analysis in relation to the response to comment 4 on the Initial Response Letter” below. We respectfully submit that the Company has included in the Registration Statement the disclosure that it believes is necessary to provide investors with the information necessary to understand the Company and the Spin-Off. On the basis of the analysis discussed in the Initial Response Letter, the Company has determined that it is not required to incorporate by reference in the Information Statement Darden’s annual report on Form 10-K, or any portion thereof.
Accordingly, the Company has amended page 146 of the Information Statement to reflect that the Company is not incorporating by reference any Exchange Act filings made by Darden. We also note that the Company refers to the financial statements of Darden in accordance with the customer concentration requirements applicable to the Company’s financial statements.
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 5
6.
We note disclosure throughout your filing regarding agreements with Darden being negotiated on an arm’s length basis. Please tell us how you can substantiate this representation or revise to remove reference that these agreements are on an arm’s length basis.
Response: The Company respectfully submits that the above-referenced disclosure, with respect to the Separation and Distribution Agreement, the Leases, the Tax Matters Agreement, the Transition Services Agreement, the Franchise Agreements, and the Employee Matters Agreement (the “Agreements”), is qualified with appropriate disclosures stating that the Agreements:
“will be negotiated in the context of the Spin-Off while we are still a wholly-owned subsidiary of Darden. Accordingly, during the period in which the terms of the Agreements will be negotiated, we will not have a board of directors or a management team that is independent of Darden. As a result, although the Agreements are generally intended to reflect arm’s-length terms, the terms of the Agreements may not reflect terms as favorable as would have resulted from arm’s-length negotiations between unaffiliated third parties. Accordingly, there can be no assurance that the terms of these agreements will be as favorable for us as would have resulted from negotiations with one or more unrelated third parties.”
See page 5 of the Information Statement. Similar disclaimers with respect to the Agreements appear on page 21 of the Information Statement.
The disclosures on page 113 of the Information Statement have been revised to clarify that, among other things, the fees and conditions under the Franchise Agreements are expected to be on terms comparable to similar franchising services negotiated on an arm’s length basis.
The Company respectfully submits that the terms of the Agreements are equivalent to those that would prevail in arm’s length-transactions.
For example, with respect to the statements made on the cover of the Information Statement and on page 113 of the Information Statement regarding terms of the Leases and the Franchise Agreements being “comparable” to similar agreements negotiated on an arm’s length basis, the Company recognizes that Paragraph 3 of SFAS 57, Related Party Disclosures (ASC 850-10-50-5) notes that transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, freemarket dealings may not exist, and that representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated (emphasis added).
Sonia Gupta Barros
U.S. Securities and Exchange Commission
September 24, 2015
Page 6
In addition, in determining that the rent payable to the Company pursuant to the Leases for the 418 restaurant properties that will be leased to Darden was equivalent to the amount Darden would pay an unrelated third party to lease comparable property, Darden management researched the prevailing lease terms, including rental rates for similar triple net leased properties, with the assistance of third party appraisal reports. Accordingly, because the amount of rent payable under the Leases can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.
In determining that the fees payable to Darden under the Franchise Agreement for certain franchising services for the LongHorn San Antonio Business was equivalent to the amount the Company would pay an unrelated party for comparable services elsewhere, Darden management researched the prevailing rate for similar franchising services. Accordingly, because the amount of fees payable under the Franchise Agreement can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.
Summary
7.
We note your disclosure regarding the plan of reorganization contemplated in the Separation and Distribution Agreement. Please revise your disclosure to describe this plan of reorganization in more detail. Additionally, please tell us what consideration you have given to providing a diagram depicting the organizational structure prior to and/or immediately following the reorganization.
Response: The disclosure in the Information Statement has been revised as requested (see pages 44 and 45 of the Information Statement) to include a more detailed descripti