1301010 Informal Interpretation

802.4, 802.50, 802.51, 801.15(d)
Michael Verne

Proper analysis:
Under 802.51 /802.50 - determine total US assets of all of the foreign
issuers. Determine total US sales of all foreign issuers and foreign assets
(aggregated under 801.15(d)). If both of these do not exceed $50 million (as
adjusted), the foreign component is exempt and only the $125 million
allocated to the US portion is considered in determining the filing fee.
If either US assets or US sales attributable to the foreign component
exceed $50 million (as adjusted), use 802.4 for an alternate test. Take all
of the foreign assets to be directly acquired and all of the foreign assets
of the foreign issuers and all of the foreign assets of the US issuers (if
any) and determine the total US sales of those assets. If the sales do not
exceed $50 million as adjusted, the foreign assets are exempt. Determine the
portion of the acquisition price that would be attributable to those assets
if they were all being acquired directly. If the remaining portion of the
acquisition price does not exceed $100 million (as adjusted) the filing fee
would be $45,000.
3.    If neither of the above
exempts the foreign component of the transaction, the value of the
transaction is the total consideration of $200 million and the filing fee
would be $125,000.
Walsh concurs.


From: (Redacted)
Sent: Thursday, January 10, 2013 1:06 PM
To:Verne, B. Michael
Subject: Allocation of Consideration/ Resultant Filing Fee


Pleaseconfirm whether this conclusion is correct:

1. Foreign Acquiring Person, but with sales in or into theUS that make it subject to HSR, and US voting securities / assets are beingacquired.

2. Transaction:

a Acquisitionfrom a US Acquired Person:

b Acquiredvoting securities: Some US issuers, some foreign issuers (but US UPE).

c Acquiredassets: some US assets, some foreign

3. Total consideration, for easy math call it $200 millionUS.

4. Allocation of consideration:

a Allocatedto US voting securities and assets: $125 million

b Allocated toForeign voting securities and assets: $75 million

5. Conclusion based on allocation:

a HSRReportable.

b Filing Fee = $45,000 (because theReportable transaction's Size of Transaction is $125 million), and filing feeis not $125,000 (which $125,000 would be the filing fee if only the $200million consideration was considered).

i.Stated differently: we are permitted to properly allocate the Considerationbetween Reportable and Non-Reportable elements of the overall transaction, andthe filing fee is determined from only the Reportable Transaction.

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