0804008 Informal Interpretation

Date

April 22, 2008

Rule

803.9

Staff

Michael Verne

Response/Comments

04/22/2008 – Issue 1 -no action required Issue 2 -additional fee would be required for either scenario, but waiting period would not be restarted. We think this situation can be differentiated from a transaction where a good faith determination of the value was made, but the post-closing adjustments take the actual price over a new filing fee threshold. In that case no action would be required. In your scenario, the parties have mutually agreed to a new value that takes it over a new filing fee threshold, so the additional fee would be require, whether the waiting period has expired or not. M Bruno and K Berg concur.

Original Image File (395.79 KB)

Question

From: (redacted)
Sent: Monday, April 21, 2008 10:23 PM
To: Verne, B. Michael

Subject: Circumstances under which new filing fee is required

Hi Mike-

Issue 1: A agrees to acquire B for $99 million. A and B file their HSR forms. Before the waiting period has expired, A agrees to increase the purchase price to $120 million. I assume that no additional notification is required, but please confirm.

Issue 2: Same facts as above, but before the waiting period has expired, A agrees to increase the purchase price to $140 million. Does A need to re-file and pay an additional $80,000? Is the answer the same if the waiting period has already expired?

(Informal Opinion No. 01021001, in the form of an email dated 02/01/2002, indicates that it might touch on this issue, but all I could see on the website is the email, with a note at the bottom stating "See Attached Response." I could not see the attached response or any notes concerning the response.)

Many thanks,

0804008 Informal Interpretation

Question

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