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Date
Rule
803.9
Staff
Michael Verne
Response/Comments
04/22/2008 – Issue 1 -no action required Issue 2 -additional fee would be required for either scenario, but waiting period would not be restarted. We think this situation can be differentiated from a transaction where a good faith determination of the value was made, but the post-closing adjustments take the actual price over a new filing fee threshold. In that case no action would be required. In your scenario, the parties have mutually agreed to a new value that takes it over a new filing fee threshold, so the additional fee would be require, whether the waiting period has expired or not. M Bruno and K Berg concur.

Question

From: (redacted)
Sent:   Monday, April 21, 2008 10:23 PM
To:      Verne, B. Michael

Subject: Circumstances under which new filing fee is required

Hi Mike-

Issue 1: A agrees to acquire B for $99 million. A and B file their HSR forms. Before the waiting period has expired, A agrees to increase the purchase price to $120 million. I assume that no additional notification is required, but please confirm.

Issue 2: Same facts as above, but before the waiting period has expired, A agrees to increase the purchase price to $140 million. Does A need to re-file and pay an additional $80,000? Is the answer the same if the waiting period has already expired?

(Informal Opinion No. 01021001, in the form of an email dated 02/01/2002, indicates that it might touch on this issue, but all I could see on the website is the email, with a note at the bottom stating "See Attached Response." I could not see the attached response or any notes concerning the response.)

Many thanks,

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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