2202005 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSR Help
Sent: 	Wedn esday, February 16, 2022 9:51 AM
To: 	Wa lsh, Ka t h ry n E. ; Be r g, Ka ren E. ; Musick, Vessel in a; Shaffer, Kristin; Sheinberg, Samuel I.; Six, An ne
Subject: 	FW: Question re filing fee
From: Wh itehead, Nora < nwhitehead@ftc.go v>
Sent: Wednesday, Feb ruary 16, 2022 9:50:50 AM ( UTC-05:00) Ea stern Time (US & Can ada)
To:
Each of A and B would determ ine its acquisit ion pr ice for 50% of the NCls of the target in accordance w ith 801.l0(d), and
determ ine its fee acc ordingly.
From: HSRHelp <HSRHe lp@ftc .go v>
Sent: Wednesda y, February 16, 2022 8:52 AM
To: Walsh, Kath ry n E. <kwalsh@ft c.gov>; Berg, Karen E. <KBERG @ft c.gov>; Mu si ck , Ves seli na <vm us ick@ft c.gov>;
Shaffer, Kr ist in <kshaffer@ftc .gov>; Sheinberg, Samuel I. <SS HEINBERG @ftc.gov>; Si x, Anne <asi x@ ft c.gov>; W hitehead,
Nora <nw hitehead @ftc .go v>
Subject: FW: Question re fi li ng fee
From:
Sent: 	Can ada)
To: HSRHe lp < HSRHelp@ftc.gov>
Dear PN O,
We ha ve a transaction in which t wo separate UPE s (A and 8) are each acquiring 50% of the non-corporate interest s of
target (C), 49% directly and the remaining 1% by ac quir ing C' s genera l partner thr ough a jo i nt acquisit ion vehi cl e (AB
Vehicl e). A and Bare both UPEs of AB Vehicle. A and Bare submitt ing separate acquiring person HSR fi lings (please
confirm that is necessary). For such fi lings, A and B will ea ch need to pa y separate HSR fi ling fees per 803.9. The tota l size
of the transaction for 100% of the interests in C exceeds the highest fi li ng fee thre sho ld, but 50% of the tota l value of the
target falls w ith in the $125k fi li ng fee threshold. If A and B were ea ch acquiring 50% of the non-corporate interests of
target C directl y, ea ch of A and B would pay the $125k fi li ng fee. Although A and Bare using a jo i nt ly-contro ll ed vehi cl e
to acquire the 1% interest in C held by C's general partner, we do not see that as materia ll y different. As such, we think A
and B should ea ch st ill pay the $125k fi ling fee ba sed on the value of the 50% interest in C that ea ch will ho ld as a result
of the transaction. Cou ld you please confirm? Thank you .
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