2301002 Informal Interpretation

Date

January 23, 2023

Rule

801.10

Staff

Kathryn Walsh

Response/Comments

Confirmed that there is a determined acquisition price under these facts.

Original Image - 2301002 Informal Interpretation (152.1 KB)

Question

From: Walsh, Kathryn E. <kwalsh@ftc.gov>
Sent: Monday, January 23, 2023 4:59:19 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: FW: Informal Interpretation 0802009

Confirmed that there is a determined acquisition price under these facts.

From: [Redacted]
Sent: Monday, January 23, 2023 1:59:11 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Informal Interpretation 0802009

Good afternoon. We seek confirmation that the PNO still regards Informal Interpretation 0802009 as valid and would apply it to the acquisition of non-corporate interests. Specifically, where (1) the initial cash payment for the acquisition of membership interests is determined, (2) but there is a contingent future payment, and (3) the purchase agreement caps the contingent future payment in an amount that, when added to the initial cash payment, still results in a total well below the size of transaction threshold, is it still true that the parties may consider the acquisition price to be “determined” for the purposes Rule 801.10(d) and that a fair market valuation under Rule 801.10(c) is not required?

She inberg, Samuel I.
From: 	HSR Help
Se nt: 	Monday, January 23, 2023 4:59 PM
To: 	Berg, Karen E.; Musick, Vesse lina; Shaffer, Kr istin; She inberg, Samuel I.; Si x, Ann e; Whitehead, Nora;
Fette rman, M iche ll e
S ubj ect : 	FW: Info rmal Interpretation 0802009
From: Walsh, Kathryn E. < kwalsh@ftc.gov>
Sent : Monda , Janua 	23 , 2023 4:59: 19 PM
To:
Cc: 	e p < 	e p 	c.gov>
Subject: FW : Info rmal Interpretation 0802009
Confirmed that the re is a determ ined acquisition price under these facts.
From:
Sent :
To: HSRHe lp < HSRHelp@ftc .gov>
Cc:
Su
Good afternoon. We seek confirmat ion that the PNO still regards Info r ma l Inte r pretation 0802009 as valid and w ou ld
apply it to the acquisiti on of non-corporate i nte rests. Specifically, where (1) the i nit ial cash payment for the acquisiti on
of membership inte rests is determ ined, (2) but the re is a cont i ngent future payment, and (3) the purchase agr eement
caps the cont i ngent future payment in an amount that, when added to the i nit ial cash payment, still results in a tota l
w e ll below the si ze of transacti on threshold, is it still true that the part ies may consider the acquisi tion price to be
" deter mined " fo r the purposes Ru le 801.l0(d) and that a fair mar ket valuation under Ru le 801.l0(c) is not required?
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2301002 Informal Interpretation

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