2210002 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, October 18, 2022 9:55 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Shaffer, Kristin; Sheinberg, Samuel I.; Six, Anne;
Fetterman, Michelle
Subject: 	FW: 802.21
From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Tuesday, October 18, 2022 9:55:16 AM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: 802.21
Confirmed.
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Tuesday, October 18, 2022 9:37 AM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject: FW: 802.21
From:
Sent: Tuesday, October 18, 2022 9:36:28 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 802.21
Hi All - following-up on below.
Thanks,
From:
Sent: Friday, October 7, 2022 2:02 PM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 802.21
Dear PNO,
With respect to post-consummation filings, can you confirm that the 5 year grace period under section 802.21 ends 5
years after expiration of the waiting period for the corrective filing? For example, assume a filing is made today for an
acquisition that occurred in 2020. If the waiting period for today’s filing expires on November 7, 2022, then the 5 year
grace period under 802.21 (for acquisitions that will not increase the holdings of the acquiring person to meet or exceed
a notification threshold, as adjusted, greater than the greatest notification threshold met or exceeded in the 2020
acquisition) ends on November 7, 2027, and not in 2025.
0909010 Informal Interpretation
Date
September 21, 2009
Rule
1
802.21

Staff
Janice Johnson
Response/Comments
This is correct. MV agrees.
Fi le
Or igi na l Image Fil e (78.82 KB)
Quest ion
From: (Redacted)
Sent: Friday, September 18, 2009 1:35 PM
To: Johnson, Janice C.
Cc: (Redacted)
Subject: 802.21
Janice,
Just writing to confirm our conversation yesterday about the application of 802 .21 to post-consummation filings. You
confirmed that if a post-consummation filing is made today for a filing that should have been made in 2005, the affect
of802.21 is that the 5 year grace per iod ends in 2014 (5 years from the expiration of the waiting period measured from
30-days from today) and not2010. Further, if the filing is made for the $100 million (as adjusted)threshold because in
2005 the acquiring person's holdi ngs in the issuer exceeded th is amount, the acquiri ng person can continue to acquire
additional voting securities in the issuer up to the $500 million (as adjusted) threshold, even if the acquiring person's
holdings today are less than the $100 million(as adjusted) threshold, and even if the acquiring person's holdi ngs do not
exceed the $100 million (as adjusted) threshold in the next 12 months.
2