Appendix A HSR TEST Size-of-transaction Size-of-person Size-of-person Assessment of Filing Fees HOW APPLIED5 (as of February 25, 2016) Test is satisfied if, as a result of the transaction, the acquiring person would hold voting securities or assets of the acquired person in excess of $78.2 million (originally $50 million). Test is satisfied if transaction is valued in excess of $78.2 million (originally $50 million) but is $312.6 million (originally $200 million) or less, and either the acquiring or acquired person has annual net sales or total assets of at least $156.3 million (originally $100 million) and the other has annual net sales or total assets of at least $15.6 million (originally $10 million). If acquired person is not engaged in manufacturing, test applies only if acquired person has total assets of at least $15.6 million (originally $10 million). Nonexempt transactions are reportable, regardless of whether size-ofperson test is satisfied, if transaction is valued in excess of $312.6 million (originally $200 million).6 $45,000 filing fee required for transactions valued at $78.2 million (originally $50 million) or more but less than $156.3 million (originally $100 million). $125,000 filing fee required for transactions valued at $156.3 million (originally $100 million) or more but less than $781.5 million (originally $500 million). $280,000 filing fee required for transactions valued at $781.5 million (originally $500 million) or more. 5 6 Original threshold shown for reference. As adjusted threshold will apply as of February 25, 2016. Nonexempt transactions valued at or less than $312.6 million (originally $200 million), but more than $78.2 million (originally $50 million) are reportable if both the size-of-person and the size-of-transaction tests are satisfied. Nonexempt transactions valued above $312.6 million (originally $200 million) are reportable even if the size-of-person test is not met. This memorandum is for general information purposes only and is not intended to advertise our services, solicit clients or represent our legal advice. 80 Pine Street | New York, NY 10005 | t: +1.212.701.3000 | f: +1.212.269.5420 | Cahill.com 2 2 .