1707004 Informal Interpretation

us-ftc-hsr-informal-interpretations-22b973c3c6380cea13df59b18e0354831707004 Informal InterpretationGuidance

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Date

Tags:

Rule
801.10
Staff
Nora Whitehead
Response/Comments

The PNO will accept any calculation made on a commercially reasonable basis so long as it is made in good faith. Once an FMV calculation is made, you may not deduct any debt amount from it.

Question

From: Whitehead, Nora

Sent: Wednesday, July 26, 2017 10:11 AM

To: [Redacted]

Cc: Shaffer, Kristin; Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.; Storm, Evan; Carson, Timothy

Subject: RE: HSR Question

The PNO will accept any calculation made on a commercially reasonable basis so long as it is made in good faith. Once an FMV calculation is made, you may not deduct any debt amount from it.

Nora Whitehead

(202) 326-3262

-----Original Message-----

From: [Redacted]

Sent: Tuesday, July 25, 2017 9:51 AM

To: Shaffer, Kristin; Walsh, Kathryn E.

Subject: HSR Question

Hope all is well and you are enjoying your summer.

When an acquirer is doing a fair market valuation, may it deduct third party debt to be paid off at closing when making that determination?

I would assume so but have not found anything directly in point.

[Redacted]

1
Haynes, Lanea
From: 	Whitehead, Nora
Sent: 	Wednesday, July 26, 2017 10:11 AM
To:
Cc: 	Shaffer, Kristin; Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.; Storm, Evan; Carson,
Timothy
Subject: 	RE: HSR Question
The PNO will accept any calculation made on a commercially reasonable basis so long as it is
made in good faith. Once an FMV calculation is made, you may not deduct any debt amount
from it.
Nora Whitehead
(202) 326-3262
-----Original Message-----
Sent: Tuesday, July 25, 2017 9:51 AM
To: Shaffer, Kristin; Walsh, Kathryn E.
Subject: HSR Question
Hope all is well and you are enjoying your summer.
When an acquirer is doing a fair market valuation, may it deduct third party debt to be paid
off at closing when making that determination?
I would assume so but have not found anything directly in point.

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