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Date
Rule
Form Item 2 3
Staff
Michael Verne
Response/Comments
Both should include assumed liabilities, but you can respond with a range as long as it does not straddle a filing fee threshold.

Question

From:(redacted)

Sent:Tuesday, January 09, 2007 11:13 AM

To:Verne, B. Michael

Subject:HSR question

DearMr. Verne,

Iam aware that in acquisitions of assets, the value of any liabilities beingassumed must be added to the value of the assets for purposes of determiningwhether the size of transaction threshold is satisfied.

Assuming that (1) an asset acquisition is clearlyreportable based on the value of the assets alone, and (2) the value of theliabilities being assumed would not cause the transaction to cross a higherthreshold for purposes of determining the applicable filing fee, is itnecessary to include the value of the liabilities in:

the amount given in response to item2(d)(v) of the HSR premerger notification and report form?

the description of the transaction inresponse to item 3(a)?

At bottom, my question iswhether the value of any assumed liabilities can be ignored for purposes ofcompleting the notification and report form where it is clear that thetransaction is reportable and falls within a transaction size bandwidth thatcould not trigger a higher filing fee even if the value of assumed liabilitieswere added to the assets being acquired.

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