1. Baker & Hostetler LLP EU Antitrust Enforcement of US Entities: The Aftermath of GE-Honeywell Part II US. Merger Clearance by Gregory J. Casas 1000 Louisiana Street, Suite 2000 Houston, Texas 77002 713-646-1387gcasas@bakerlaw.com

2. Baker Hostetler 2 Counsel to Market Leaders US Merger Clearance Hart Scott Rodino Antitrust Improvements Act (“HSR Filing”) –Two Part Test Size of the Party Test Size of the Transaction Test –Filing Fee –HSR Form & Attachments –30 Day Waiting Period

3. Baker Hostetler 3 Counsel to Market Leaders US Merger Clearance Two Part Test –Size of the Party $11.3MM/113.4MM (for deals up to $226.8MM) –Size of the Transaction Test Greater than $56.7MM Filing Fee for transactions: –< $113.4MM = $45,000 –Over $113.4MM to $567MM = $125,000 –>$567MM = $280,000

4. Baker Hostetler 4 Counsel to Market Leaders US Merger Clearance HSR Form –2002 NAICS Codes for revenue reporting –Internet links for Items 4(a) and 4(b) –Item 4(c) documents –Overlapping NAICS Codes

5. Baker Hostetler 5 Counsel to Market Leaders US Merger Clearance 30 Day Waiting Period –Early termination –Gun jumping No news isn’t necessarily good news –Clearance does not equal approval –Post closing investigations

6. Baker Hostetler 6 Counsel to Market Leaders US Merger Clearance Substantive test –Substantial Lessening of Competition What is the relevant market Role of efficiencies Hard economic evidence What remedies solve any problems

7. Baker Hostetler 7 Counsel to Market Leaders US Merger Clearance Second Requests –Appeal available –Model Second Requests –Negotiate early and often –Compliance v. capitulation

8. Baker Hostetler 8 Counsel to Market Leaders US Merger Clearance Remedies –Won’t accept a remedy without an investigation –Won’t accept a remedy unless agency would have litigated for it –Does the remedy replace lost competition

9. Baker Hostetler 9 Counsel to Market Leaders US Merger Clearance Remedies Currently Used –Upfront buyers –Clean sweeps –Structural over behavioral –Crown jewels –Trustees –Litigated fixes –disgorgement

10. Baker Hostetler 10 Counsel to Market Leaders US Merger Clearance State Attorneys general –No one stop shop –Local focus –Increasing role –Integral part of merger clearance

11. Baker Hostetler 11 Counsel to Market Leaders GE-Honeywell Electronic controls and aircraft engines/finance Why the US cleared the deal –Efficiencies/synergies=lower costs –Bundled products=lower costs –Better products=lower costs –Vertical integration=better deals & lower costs

12. Baker Hostetler 12 Counsel to Market Leaders US/International Clearance Best Practices for Coordinating Merger Reviews –Enhanced cooperation early –Minimizes risk of divergence –Meeting with parties and officials –Cooperative investigations

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