The Federal Trade Commission (the “FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the Premerger Notification Rules (the “Rules”). The changes to the dollar thresholds of the HSR Act and Rules are the third of the annual adjustments (based on changes in the gross national product) that are required by the 2000 amendments to the HSR Act.

The new thresholds take effect on February 21, 2007 and will apply to transactions that close on or after that date. As a result of these changes, the minimum size-oftransaction threshold will increase from $56.7 million to $59.8 million. The size of transaction threshold above which the size-of parties threshold is inapplicable will increase from $226.8 million to $239.2 million.

For transactions with a value between $59.8 million and $239.2 million, the size-ofparties test remains applicable and will be satisfied in one the following three ways:


The various jurisdictional thresholds, notification thresholds, filing fee thresholds and thresholds applicable to certain exemptions will also increase as summarized in Appendix A to this memorandum.