1) KIRKLAND ALERT January 2016 Revised Hart-Scott-Rodino Act resholds Announced The Federal Trade Commission (“FTC”) announced revisions to the Hart-ScottRodino (“HSR”) Act filing thresholds on January 21, 2016. The HSR Act requires annual adjustment of the thresholds based on the change in the U.S. gross national product. All thresholds will increase from the prior year. Under the new thresholds, and subject to certain exemptions, HSR forms must be filed when, as a result of an acquisition, the buyer will hold assets, voting securities, and/or non-corporate interests valued in excess of $78.2 million and the transaction involves parties with annual net sales or total assets valued at $15.6 million or more and $156.3 million or more, respectively. If the value of the assets, voting securities, and/or non-corporate interests to be held after the acquisition will exceed $312.6 million, then — again, subject to certain exemptions — HSR forms must be submitted regardless of the size of the parties. The revised thresholds will apply to all transactions that close on or after February 25, 2016. The chart below summarizes the original thresholds set forth in the HSR Act and regulations, as well as last year’s and the new thresholds. Original resholds 2015 resholds New resholds Size-of-Transaction $50 million $200 million $76.3 million $305.1 million $78.2 million $312.6 million Size-of-Person $10 million $100 million $15.3 million $152.5 million $15.6 million $156.3 million Transaction Value Filing Fee Greater than $78.2 million but less than $156.3 million $45,000 Greater than or equal to $156.3 million but less than $781.5 million $125,000 $781.5 million or more $280,000 Attorney Advertising 

2) KIRKLAND ALERT | 2 Application of the HSR thresholds to a transaction involves detailed knowledge of the HSR Act and its implementing regulations. If you have questions regarding the HSR Act, the new thresholds or whether a transaction is subject to HSR reporting, please contact the following individuals or your regular Kirkland contact. Ellen M. Jakovic Kirkland & Ellis LLP 655 Fifteenth Street, N.W. Washington, D.C. 20005-5793 ellen.jakovic@kirkland.com +1 202 879 5915 Bilal K. Sayyed Kirkland & Ellis LLP 655 Fifteenth Street, N.W. Washington, D.C. 20005-5793 bilal.sayyed@kirkland.com +1 202 879 5192 Michael D. Thorpe Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 michael.thorpe@kirkland.com +1 312 862 2194 Kurt J. Wunderlich Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 kurt.wunderlich@kirkland.com +1 312 862 4438 This communication is distributed with the understanding that the author, publisher and distributor of this communication are not rendering legal, accounting, or other professional advice or opinions on specific facts or matters and, accordingly, assume no liability whatsoever in connection with its use. Pursuant to applicable rules of professional conduct, this communication may constitute Attorney Advertising. © 2016 Kirkland & Ellis LLP. All rights reserved. www.kirkland.com