2006-09-27

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SEC Division of Corporation Finance no-action letter: McDonald's Corporation

McDonald's Corporation requests confirmation that the SEC staff will not recommend enforcement action regarding its exchange offer for Chipotle Mexican Grill, Inc. shares, which utilizes a pricing mechanism based on the volume-weighted average prices of the last two trading days rather than a fixed exchange ratio. The letter details specific terms including a 10% discount to the estimated value of Chipotle class B common stock, a maximum exchange ratio limit established using a 20% discount to the closing price on September 7, 2006, and a minimum tender condition requiring the distribution of at least 4,961,990 shares. It further outlines obligations for public disclosure via a dedicated website and press releases, as well as procedures for withdrawal rights and automatic offer extensions triggered by market disruptions or the application of the exchange ratio limit.

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Securities Act of 19331933Securities Exchange Act of 19341934SEC Division of CorporationFinance no-action letter: McD…2006-09-27 · this document
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