1907002 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Wednesday, July 24, 2019 3:22 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Six, Anne;
Olson, Eric
Subject: 	FW: Filing Fee for Amended HSR Filing
From: Whitehead, Nora
Sent: Wednesday, July 24, 2019 3:22:08 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: Filing Fee for Amended HSR Filing
The proposed acquisition you describe necessitates a new filing (with the appropriate fee), not an amendment. It would
be helpful to reference the prior filing in either an end note or in the text of Item 3a.
From:
Sent: Wednesday, July 24, 2019 9:49 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Carson, Timothy <tcarson@ftc.gov>;
Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead, Nora <nwhitehead@ftc.gov>;
Olson, Eric <eolson@ftc.gov>
Subject: FW: Filing Fee for Amended HSR Filing
From:
Sent: Wednesday, July 24, 2019 9:49:02 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: Filing Fee for Amended HSR Filing
Good morning,
I have a question about making an amended HSR filing. Three months ago, my client filed an HSR for an open market
transaction subject to § 801.30(a)(5) and indicated that the highest threshold it intended to cross was $50 million (as
adjusted). Since that time, my client has observed the waiting period and has not made any purchases. The price of the
securities that my client intends to buy has now significantly increased. If my client were to purchase the same number
of securities that it had previously intended to purchase, the acquisition would now cross the $100 million (as adjusted)
threshold. Nothing else about the transaction has changed. My client would like to file an amended filing to designate
the higher $100 million (as adjusted) threshold. If my client were to file an amended filing designating the higher
threshold would my client need to pay the entire $125,000 filing fee or would my client be able to pay just the
difference from the $45,000 filing fee previously paid? In addition, am I correct that an amended filing would start a new
waiting period? Thank you.

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