Question
From:
(Redacted)
Sent:
Tuesday, January 10, 2012 10:56 AM
To:
Verne, B. Michael
Subject:
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.)