2303005 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRH elp
Sent: 	Wednesd ay, March 15, 2023 9 :4 5 AM
To: 	W alsh, Kathryn E.; Berg, Karen E.; Mu sic k, Vesse lina; Shaffer, Kr isti n; She inberg, Samuel I.; Six, Anne;
Wh it ehead, Nora
Subject: 	FW: Qu est ion regarding fi ling fee tiers and notification thresholds
From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Wednesday, March 15, 2023 9:44:36 AM {UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp < HSRHelp@ftc.gov>; 	>
Subject: RE: Question regarding filing fee tiers and notification thresholds
Please see the be low responses in r ed.
From:
Sent: 	ues ay, 	arc 	, 	-05:00) Eastern Time { US & Canada)
To: HSRHelp <HSRHelp@ftc.g ov>
Subject: Question regarding filing fee tiers and notification thresholds
I have a question about what PNO would expect to see in fi li ngs where the exact quantity/value of shares to be acquired
is not yet known (such as a series of open market purchases or conversions that may take place over time ), but the
notification threshold straddles multiple filing fee tiers. For example, su ppose that an investo r' s current intention is that
they will hold voting securities of the issuer valued somewhere between $500M-$1 B, so the applicable fi ling fee is $250K.
However, the $100M (as adjusted) notification threshold to be checked in Item 2(c) starts at $222.?M and goes up to
$1 .1137B.
For 2( d) and 3(a), does it still suffice to indicate " In excess of $222. ?MM but less than $1,113. ?MM " or would PNO expect
to see the smaller band that aligns with the filing fee tier? We would expect to see the sma ll er band that a li gns wi th the
fi ling fee tier. In either case, is it still OK for the 803.5 notice letter to indicate the range based on the notification
thresholds, instead of the filing fee tiers? Yes .
I assume that if the $1 0OM (as adjusted) notification threshold is crossed at some point within the fi rst year after the
expiration of the waiting period , subsequent acquisitions that do not cross the $500M (as adjusted) or 50% thresholds
could still qualify for the 802.21 exemption until the 5th anniversary of the end of the waiting period , even if the value of the
investor's holdings would exceed the upper limit of the filing fee tier indicated in the fi ling (i.e., $1 .1 B in the above
exam le . I would appreciate if you could confirm my understanding. Confirmed.
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