SEC and EDGAR System to Be Closed
December 5, 2018, for National Day of Mourning

Skadden, Arps, Slate, Meagher & Flom LLP

Brian V. Breheny Andrew J. Brady Hagen J. Ganem Josh LaGrange Ryan J. Adams Caroline S. Kim Justin A. Kisner

On Wednesday, December 5, 2018, federal government departments and agencies, including the Securities and Exchange Commission (SEC), will be closed in observance of a national day of mourning for former President George H.W. Bush.

Consistent with SEC operation policy for federal holidays, the EDGAR filing system will be closed on Wednesday, December 5, 2018, and will resume normal operation on Thursday morning, December 6, 2018. Any filings required to be made no later than December 5, 2018, will be considered timely if filed on or before December 6, 2018, the next business day.

In addition, the staff of the SEC’s Office of Mergers and Acquisitions in the Division of Corporation Finance has confirmed that for purposes of the tender offer rules, December 5, 2018, will not count as a “business day” (as defined in Exchange Act Rule 14d-1) if such date (i) constitutes the launch date of a 20-business-day offer, or (ii) is the 20th business day of a 20-business-day offer. In each case, an extension of at least one business day would be required. However, the staff will apply an exception for ongoing offers and not require an extension.

The SEC’s announcement on the closure is available here.

This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

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