2304002 Informal Interpretation

She inberg, Samuel I.
From : 	HSRHelp
Se nt: 	Fr iday, April 28, 2023 2:16 PM
To: 	Berg, Kare n E.; M us ick, Vess elin a; Shaffe r, Kr istin; Sheinberg, Sam ue l I.; Six, An ne; Whitehea d, Nora;
Fetterman, Miche ll e
S ubj ect : 	FW : H.S. R. and earnout
From: Wa lsh , Kathryn E. < kwalsh@ftc.gov>
Se
To:
Cc:
Subject: FW : H.S.R. and earnout
If you can estimate the value of the earnout no w, you have a determined acquisition pri ce. If you can' t, you have to do a
fair market value.
From:
Sent : 	n ay, 	pn 	,
To: HSRHe lp < HSRHelp@ftc .gov>
Subject: H.S. R. and earnout
Dear Sir or Madam,
We are hoping to assess whether a certain corporate transaction is subject to H.S.R. filing requirements. This would
depend on how the transaction size is determined - in this case it could end up above or below the USO 445.5 million
threshold as the parties are negotiating an earnout:
• 	The consideration payable in the transaction consists of:
o 	a "Base Consideration" of USO 300-340 million payable upon closing, depending on certain adjustments
o 	an "Earn-Out Consideration of up to USO 350 mill ion payable after 2025 on the basis of certain financial
KPls (the Earn-Out Consideration may also end up be ing O EUR)
The entire consideration is therefore USO 300-690 mill ion (so could end up above or bel ow USO 445.5 million ). Where
within this corridor the deal will end up will only be seen in 2026.
We would be most grateful for any guidance.
- 	ards,
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