1907002 Informal Interpretation

Date:

Tags:

Rule:
803.5
Staff:
Nora Whitehead
Response/Comments:

The proposed acquisition you describe necessitates a new filing (with the appropriate fee), not an amendment. It would be helpful to reference the prior filing in either an end note or in the text of Item 3a.

 

Question

From: Whitehead, Nora


Sent: Wednesday, July 24, 2019 3:22:08 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted


Cc: [Redacted]


Subject: RE: Filing Fee for Amended HSR Filing

The proposed acquisition you describe necessitates a new filing (with the appropriate fee), not an amendment. It would be helpful to reference the prior filing in either an end note or in the text of Item 3a.

From: [Redacted]


Sent: Wednesday, July 24, 2019 9:49:02 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Filing Fee for Amended HSR Filing

Good morning,

I have a question about making an amended HSR filing. Three months ago, my client filed an HSR for an open market transaction subject to § 801.30(a)(5) and indicated that the highest threshold it intended to cross was $50 million (as adjusted). Since that time, my client has observed the waiting period and has not made any purchases. The price of the securities that my client intends to buy has now significantly increased. If my client were to purchase the same number of securities that it had previously intended to purchase, the acquisition would now cross the $100 million (as adjusted) threshold. Nothing else about the transaction has changed. My client would like to file an amended filing to designate the higher $100 million (as adjusted) threshold. If my client were to file an amended filing designating the higher threshold would my client need to pay the entire $125,000 filing fee or would my client be able to pay just the difference from the $45,000 filing fee previously paid? In addition, am I correct that an amended filing would start a new waiting period? Thank you.

 

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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