2205002 Informal Interpretation

From: Whitehead, Nora <nwhitehead@ftc.gov>
Sent: Wednesday, May 11, 2022 10:48:16 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: 802.21 Hypothetical

Confirmed.

From: [Redacted]
Sent: Wednesday, May 11, 2022 8:51:28 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: 802.21 Hypothetical

Suppose UPE X files to acquire voting securities of Issuer Y at the $100 million (as adjusted) threshold. During the first year after the expiration of the waiting period, X makes an acquisition that crosses the $50 million (as adjusted) threshold, and then (within the same year) sells all of its Y stock.

Could you please confirm that:

• Prior to the first anniversary of the expiration of the waiting period, X can still acquire Y stock without refiling as long as X’s holdings do not meet or exceed the $500 million (as adjusted) threshold in effect at the time of the acquisition, or 50%.
• If X makes an acquisition, prior to the first anniversary of the expiration of the waiting period, that crosses the $100 million (as adjusted) threshold that was in effect at the time of filing (even if the threshold is now higher) X can acquire Y stock without refiling until the fifth anniversary of the expiration of the waiting period, as long as X’s holdings do not meet or exceed the $500 million (as adjusted) threshold in effect at the time of the acquisition, or 50%.
• If X does not cross the $100 million (as adjusted) threshold that was in effect at the time of filing prior to the first anniversary of the expiration of the waiting period, X can still re-cross the $50 million (as adjusted) threshold that is in effect at the time of such acquisition without refiling until the fifth anniversary of the expiration of the waiting period, as long as X’s holdings do not meet or exceed the $100 million (as adjusted) threshold that is in effect at the time of such acquisition, or 50%. (See example #4 to Rule 802.21.)