1605007 Informal Interpretation

us-ftc-hsr-informal-interpretations-24a37eb7334af78ae9aca8119cf9ac1a1605007 Informal InterpretationGuidance

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Date

Tags:

Rule
801.13
Staff
Kate Walsh
Response/Comments

For publicly traded stock, the value of stock held prior to the acquisition is the market price. Do not use fair market value if closing is more than 45 days out.

Question

From: Walsh, Kathryn E.
Sent: Thursday, May 19, 2016 11:54 AM
To: [REDACTED]
Cc: Gillis, Diana L.
Subject: RE: Question re: Previously Acquired Voting Securities

Correct.

From: [REDACTED]
Sent: Thursday, May 19, 2016 10:09 AM
To: Walsh, Kathryn E.
Subject: Question re: Previously Acquired Voting Securities

Kate,

I wanted to confirm the change in valuation of previously acquired voting securities, based on this blog post:

https://www.ftc.gov/news-events/blogs/competition-matters/2015/10/calculating-value-stock-under-hsr-rules

The blog post says, “For publicly traded voting securities, the value of stock held prior to the acquisition will be the "market price." 16 C.F.R. 801.13(a)(2)(i).” It doesn’t say to fall back on FMV if that MP is not determined because closing is more than 45 days out. Is that correct? No matter what, use market price?

Thanks so much!

[REDACTED]

From: 	Walsh, Kathryn E.
To:
Cc: 	Gillis, Diana L.
Subject: 	RE: Question re: Previously Acquired Voting Securities
Date: 	Thursday, May 19, 2016 11:53:56 AM
Correct.
From:
Sent: Thursday, May 19, 2016 10:09 AM
To: Walsh, Kathryn E.
Subject: Question re: Previously Acquired Voting Securities
Kate,
I wanted to confirm the change in valuation of previously acquired voting securities, based on this
blog post:
https://www.ftc.gov/news-events/blogs/competition-matters/2015/10/calculating-value-stock-
under-hsr-rules
The blog post says, “For publicly traded voting securities, the value of stock held prior to the
acquisition will be the "market price." 16 C.F.R. 801.13(a)(2)(i).” It doesn’t say to fall back on FMV if that
MP is not determined because closing is more than 45 days out. Is that correct? No matter what, use
market price?
Thanks so much!

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