FTC Announces New HSR Thresholds Effective February 25, 2016 On January 26, 2016, the Federal Trade Commission ("FTC") announced the annual revisions to the filing thresholds set forth in the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act"). The revised thresholds will be effective on February 25, 2016. The HSR Act sets forth two primary notification thresholds: the size of transaction threshold and the size of person thresholds. These thresholds have been revised for 2016 as follows: Threshold 2015 Level 2016 Level Size of Transaction $76.3 million $78.2 million Size of Person1 (lower) $15.3 million $15.6 million Size of Person (higher) $152.5 million $156.3 million Size of Person Threshold Exemption2 $305.1 million $312.6 million The 2016 revisions also increase the size of transaction thresholds for acquisitions of additional voting securities of the same issuer (or issuers within the same acquired person). Notification under the HSR Act is required for 2016 when a party acquires voting securities that have a cumulative value of: ï‚· ï‚· ï‚· ï‚· ï‚· 1 $78.2 million; $156.3 million; $781.5 million; 25% of the shares if their value is at or above $1,563 million; and 50% of the shares if their value is above $78.2 million.3 To satisfy the Size of Person threshold, one party must have sales or assets meeting the higher threshold and the other party must have sales or assets meeting the lower threshold. 2 Transactions valued at or above $312.6 million are reportable without regard to whether the transaction satisfies the Size of Person threshold. 3 Once an acquiring person holds 50% or more of the voting securities of an issuer, all subsequent acquisitions of securities of that issuer are exempt. .

For further information, please contact: Ethan Litwin (212) 837-6540 ethan.litwin@hugheshubbard.com William Kolasky (202) 721-4771 william.kolasky@hugheshubbard.com Kenneth Lefkowitz (212) 837-6557 ken.lefkowitz@hugheshubbard.com Ellen Friedenberg (212) 837-6465 ellen.friedenberg@hugheshubbard.com James Modlin (212) 837-6817 james.modlin@hugheshubbard.com Antitrust & Competition Practice Mergers & Acquisitions Practice January 2016 Hughes Hubbard & Reed LLP | A New York Limited Liability Partnership One Battery Park Plaza | New York, New York 10004-1482 | +1 212-837-6000 Attorney advertising. Readers are advised that prior results do not guarantee a similar outcome. No aspect of this advertisement has been approved by the Supreme Court of New Jersey. For information regarding the selection process of awards, please visit www.hugheshubbard.com/legal_notices_award_methodologies. .