1207004 Informal Interpretation

From:

(Redacted)

Sent:

Tuesday, July 10, 2012 4:26 PM

To:

Verne, B. Michael

Cc:

Walsh, Kathryn

Subject:

HSR Question - HSR Filing Fee

Mike,

Ijust want to confirm that where an acquiring person C is acquiring variousentities (corps and LLCs) from two different acquired persons, A and B, thatthere should be two HSR notifications, one for C acquiring entities controlledby A, and another for C acquiring entities controlled by B. [No entities arebeing acquired by C in which both A and B are a UPE (i.e., there are no 50%-50%entities).]

Thefact that the two acquisitions are included in the same purchase agreement, andthat A may have minority interests in some entities controlled by B that arebeing sold to C, does not affect this analysis, correct? [Assume also that Balso has a minority interest in some entities being acquired by C from A.]

Thefiling fee for each HSR notification to be paid by C is based on the determinedpurchase price of the entities being acquired from the respective acquiredpersons (A and B). Correct? So if the purchase price of the entities whose UPEis A is $100 million, and the purchase price of the entities whose UPE is B is$110 million, a $45,000 filing fee is required for each notification, correct?