2205002 Informal Interpretation

From:
Sent : 	nes ay, 	ay 	,
She inberg, Samuel I.
From: 	HSRHelp
Se nt: 	Wednesd ay, May 11, 20 22 10:48 AM
T o: 	Walsh, Kat h ry n E.; Be r g, Ka re n E. ; M us i ck, Ves selin a; Shaffer, Kristin; Sheinberg, Samu el I. ; Six, An ne
S ubj ect : 	FW : 802.21 Hypot heti cal
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent : Wednesday, May 11, 2022 10:48:16 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: 802. 21 Hypothetical
Confirmed.
From: HSRHelp <HSRHe lp@ftc.gov>
Se nt : Wednesday, May 11, 2022 8:52 AM
To: Walsh, Kathryn E.<kwa lsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesse li na <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; She inber g, Samuel I. <SS HEINBERG@ftc.gov>; Six, Anne <as ix@ftc.gov>; Wh itehead,
Nora <nwhitehead@ftc.gov>
Subject : FW: 802 .21 Hypothetical
C-05:00) Eastern Time (US & Canada)
To: HSRHe lp < HSRHelp@ftc .gov>
Subject: 802. 21 Hypothetica l
Suppose UPE X fi les to acquire voting securities of Issuer Y at the $100 million (as adjusted) threshold. During the first
year after the expiration of the waiting period, X makes an acquisition that crosses the $50 mi ll ion (as adjusted) threshold,
and then (within the same year) sells all of its Y stock.
Could you please confirm that:
• 	Prior to the fi rst anniversary of the expiration of the waiting period, X can still acquire Y stock without refiling as
long as X's holdings do not meet or exceed the $500 mill ion (as adjusted) threshold in effect at the time of the
acquisition, or 50%.
• 	If X makes an acquisition, prior to the first anniversary of the expiration of the waiting period, that crosses the
$100 million (as adjusted) threshold that was in effect at the time offiling (even if the threshold is now higher) X
can acquire Y stock without refiling until the fifth anniversary of the expiration of the waiting period, as long as X's
holdings do not meet or exceed the $500 million (as adj usted) threshold in effect at the time of the acquisition, or
50%.
• 	If X does not cross the $100 million (as adjusted) threshold that was in effect at the time of filing prior to the first
anniversary of the expiration of the waiting pe riod, X can still re-cross the $50 mill ion (as adjusted) threshold that
is in effect at the time of such acquisition without refiling until the fifth anniversary of the expiration of the waiting
period , as long as X's holdings do not meet or exceed the $100 million (as adjusted) threshold that is in effect at
the time of such acquisition, or 50%. (See example #4 to Ru le 802.21. )
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