2312004 Informal Interpretation

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Thursday, December 14, 2023 4:25:41 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR Rules 801.20, 802.21, 803.7

We agree.

Vesselina

From: [Redacted]
Sent: Thursday, December 14, 2023 12:04:47 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR Rules 801.20, 802.21, 803.7

Dear PNO Staff,

Acquiring Person A files to acquire voting securities of B and to cross the $50 million (as adjusted) threshold. During the Rule 803.7(a) year following the expiration of the waiting period, it is my understanding that A will be deemed to cross the $50 million threshold if A acquires one additional share of B’s voting securities and at some point over the 1-year period the price of B’s voting securities is such that A’s aggregate holdings of B voting securities exceed the $50 million threshold for at least one day of the 1-year period. Do you agree?