Question
From:(redacted)
Sent:Wednesday, October 11, 2006 4:32 PM
To:Verne, B. Michael
Subject:Filing Fee Question
Mike,
Ihave a quick question regarding the number of filing fees the rule require forthe following transaction:
A, B,Cand D are related entities, but each is its own UPE. A,B,C and D have enteredinto an MOU in which:
-A, B and C will consolidate into Newcoand file as a consolidation under 801.2(d)(2)(iii);
-The A, B and C consolidation willtrigger the highest filing fee ($280,000);
-D, a foreign issuer, will acquire 5-10%of voting securities of Newco and Newco will acquire 5-10% of the votingsecurities of D; and
-D and Newco will likely file, each asboth acquiring and acquired persons (assuming the thresholds are met and noexemption applies).
Weunderstand that under 803.9(b), A, B and C need only pay one filing fee. Sincethe D-Newco transaction takes place pursuant to the same MOU as theconsolidation and is, for practical purposes, part of the same transaction asthe consolidation, do D and Newco have to pay an additional filing fee for theirfilings?