2209004 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Monday, September 12, 2022 3:40 PM
To: 	Walsh, Kathryn E. ; Be r g, Karen E. ; Musick, Vessel in a; Sheinberg, Samuel I. ; Six, Anne; Whitehead, Nora;
Fetterman, M iche ll e
Subject: 	FW: HSR Not ice Inqu iry
From: Shaffer, Kr istin < kshaffer@ftc.gov>
Sent: Monda , Se tember 12, 2022 3:39:59 PM UTC-05:00) Eastern Time (US & Canada)
To:
Cc: 	e p < 	e p 	c.gov>
Subject: RE: HSR Notice Inquiry
The fee is based upon the si ze of the reportab le transaction. Therefore, the value of the assets held by the other UPE
-w ou ld not be included. Please do describe the totality of the transacti on in Item 3(a ), though.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 I kshaf fer@hc. g ov
From:
Sent:
To: HSRHe lp < HSRHelp @ftc.gov>
Subject: HSR Notice Inquiry
M (UTC-05:00) Eastern Time (US & Canada)
I am in the process of preparing the Notification and Report Form under the HSR Act. Our offi ce represents the Seller.
This transaction involves the sale of assets of four separate entit ies. Three of the ent ities are major i ty owned by one
report ing UPE . The fourth ent i ty, is majority ow ned by a separate non-report ing UPE. The assets of all four ent ities are
covered by a single asset purchase agreement.
I am try ing to clari fy the calculation of the fi ling fee. Aggregate value of assets of the reporting UPE (owning 3 ent ities)
are below the $202milli on leve l. How ever, when the value of assets for the fourth entity are added, the total asset value
exceeds $202million. It w ou ld be my understanding that the filing fee is calculated based on all assets, even though a
port ion of the assets in the transaction are not held by the filing UPE. Can you confirm this for me?
Thank you.
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