United States securities and exchange commission logo
November 4, 2022
Adam Givertz, Esq.
Partner
Paul, Weiss, Rikfind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Re: Turquoise Hill
Resources Ltd.
Amendment No. 2 to
Schedule 13E-3
Filed November 3,
2022
File No. 005-79590
Dear Adam Givertz:
We have reviewed the above filing and have the following
comments. In some of our
comments, we may ask the filing persons to provide us with information
so we may better
understand the disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when the filing persons will respond. If the filing
persons do not believe our
comments apply to the facts and circumstances, please tell us why in the
response.
After reviewing the response to these comments, we may have
additional comments. All
defined terms used here have the same meaning as in the Amended Schedule
13E-3.
Amended Schedule 13E-3 filed November 3, 2022
General
1. We note that the
Company issued a press release, attached as Exhibit 99.1 to the Form 6-
K filed on November 2,
2022, disclosing that Parent and Purchaser entered into
agreements with the
Named Shareholders where the Named Shareholders have agreed to
withhold their votes to
approve the Arrangement in exchange for receiving 80% of the
Consideration within
two business days of closing of the Arrangement and 20% of the
Considerations, plus
interest thereon, upon final determination of certain dissent
procedures. The
Agreements also provide for the mediation and, if necessary, arbitration
of the fair value
amount remaining to be paid, if any, by Purchaser to the Named
Shareholders to resolve
the dissent proceedings and the damages or compensation amount,
if any, to be paid by
Purchaser to the Named Shareholders to resolve the Oppression
Claims, suggesting the
possibility that the Named Shareholders could receive more than
Adam Givertz, Esq.
FirstName LastNameAdam Givertz, Esq. LLP
Paul, Weiss, Rikfind, Wharton & Garrison
Comapany 4,
November NamePaul,
2022 Weiss, Rikfind, Wharton & Garrison LLP
November
Page 2 4, 2022 Page 2
FirstName LastName
the C$43.00 per share in cash that other Minority Shareholders of the
Company will
receive. We also note that shareholders as of the Record Date have the
ability to submit
proxies until the voting deadline of 10:30 a.m. (Eastern time) on
November 4, 2022 and
that the meeting has been postponed until 10:30 a.m. (Eastern time) on
November 8,
2022. Given the potential impact such disclosure may have on a
shareholder s voting
decision either to amend a previously cast vote or to submit an
initial vote please
advise why both the Company and Rio Tinto believe that limiting a
shareholder s ability
to amend or submit proxies by establishing a voting deadline of 10:30
a.m. (Eastern time)
on November 4, only two business days following dissemination of the
aforementioned
information, as opposed to e.g., five business days, will provide
shareholders with
sufficient time to make a reasonably informed voting decision,
especially given (i) the
heightened concerns that are present in a Rule 13e-3 transaction, (ii)
the unusual nature of
the arrangement between Rio Tinto and the Named Shareholders disclosed
in the
November 2 press release, (iii) the range and complexity of outcomes
such arrangement
may produce with respect to the amount of consideration paid to the
Named
Shareholders as compared to the other Minority Shareholders and (iv)
as a result of the
Agreements with the Named Shareholders, the Majority of the Minority
Vote will exclude
the 32,617,578 Shares beneficially owned by the Named Shareholders
such that, based on
the proxies received to date, which may have been cast prior to
Minority Shareholders
becoming aware of these new developments, the Arrangement Resolution
would be
approved by the Majority of the Minority Vote. It is our understanding
that the Company
may not extend the meeting date beyond November 8, and the related
voting deadline two
business days prior, without the prior written consent of Rio Tinto.
In light of this
restriction, we request that each of the Company and Rio Tinto
separately respond to this
comment.
2. Given the new information outlined in the press release dated November
2, please provide
updated disclosure as to whether and why the Company and Rio Tinto
continue to believe
that the transaction is fair to unaffiliated security holders with
specific discussion of the
Agreements referenced in the preceding comment. We request that each
of the Company
and Rio Tinto separately respond to this comment given their
respective disclosure
obligations. See Item 8 of Schedule 13E-3 and Item 1014(a) and (b) of
Regulation M-A.
3. Refer to the disclosure previously provided by Turquoise Hill and the
Rio Tinto Filers in
the Initial Schedule 13E-3 responsive to Item 7 of Schedule 13E-3.
Please update such
disclosure to provide a reasonably detailed discussion of the effects
the Agreements have
on Turquoise Hill and its affiliated and unaffiliated security
holders. Also include in such
discussion the reasons for the structure of the Agreements. We request
that each of the
Company and Rio Tinto separately respond to the applicable portions of
this comment
given their respective disclosure obligations. Refer to Item 7 of
Schedule 13E-3 and Item
1013(c) and (d) of Regulation M-A, including Instruction 2 thereto.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Adam Givertz, Esq.
Paul, Weiss, Rikfind, Wharton & Garrison LLP
November 4, 2022
Page 3
Please direct any questions to Michael Killoy at 202-551-7576 or Perry
Hindin at 202-
551-3444.
FirstName LastNameAdam Givertz, Esq. Sincerely,
Comapany NamePaul, Weiss, Rikfind, Wharton & Garrison LLP
Division of Corporation
Finance
November 4, 2022 Page 3 Office of Mergers &
Acquisitions
FirstName LastName