0810005 Informal Interpretation

From: (redacted)

Sent: Tuesday, October 14, 2008 1:02 PM

To: Verne, B. Michael

Subject: 802.21

Mike,

I would like to confirm that the attached informal interpretations cover the following scenario:

Company H filed for and received clearance at the 50% threshold for Company T. Company H crossed the 50% threshold within a year of clearance. Company H held its interest in Company T in its subsidiary, Company A. Company H sold a portion of its Company T holdings that take it below 50%.

Company H recently split itself into multiple separate companies. Company A took the minority interest in Company T with it when spun off. Company A now wants to buy shares of Company T to take it back above 50%. The HSR filed by Company H cleared HSR less than 5 years ago. Can Company A take advantage of 802.21 (a)(2) and not file for this acquisition of Company T shares?

• http://www.ftc.gov/bc/hsr/informal/opinions/0601017.htm
• http://www.ftc.gov/bc/hsr/informal/opinions/0206004.htm (see first sentence in the second paragraph)
• http://www.ftc.gov/bc/hsr/informal/opinions/0604006.htm