1201005 Informal Interpretation

Michael Verne

1.      Correct 2.      Yes - another filing would be required. In order for 802.21 to apply, the threshold must be exceeded by means of an acquisition, not an increase in value. 





Tuesday, January 10, 2012 10:56 AM


Verne, B. Michael


HSR Threshold Question

Mike,two threshold questions as to which your guidance would be appreciated:

1. Company X owns more than $66 million of Company Y whichwere acquired permissibly based on an exemption but now the exemption no longerapplies. Company X will file to cross the $131.9 million threshold. After itgets clearance if it does not for some reason cross the $131.9 threshold withinone year, my understanding is that after one year it can still acquireadditional shares above the $66 million threshold without refiling, as long asit does not cross the $131.9 million threshold without refiling. Do you agree?

2. Same scenario and Company X files to cross the $131.9million threshold, It gets clearance and does acquire additional shares but doesn'tcross the threshold. Then changes in market value take the value of itsholdings over $131.9 million and then stock drops back down again in value tobelow $131.9 million. Company X then wants to buy more shares. Would it have torefile to cross the $131.9 million threshold or not? (My apologies, Mike, Ithink you did answer this question for me once but I have gone through all ofmy emails several times and can't seem to find your response.)

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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