2301007 Informal Interpretation

From:
Sent :
To: HSRHe lp <HSRHelp@ftc.gov>
Subject: Dete rmi ning FMV
Sheinberg, Samuel I.
From:
Se nt:
To:
Sheinberg, Samuel I.
:44AM
Cc: 	HS RHelp
S ubj ect : 	RE: Determining FMV
-The fair mar ket value must be determ ined in good faith by the board of directors of the UPE of the acquiri ng person (or
the board's d es ignee) within sixty days of fi li ng or, if no fi ling is required, within sixty days of consummation of the
acquisit ion.
For more infor mat ion, please see Ru le 801.10 and PNPM #22.
Sam
From: HSRHelp <HSRHelp@ftc.gov>
Se nt : Tuesday, January 24, 2023 8:43 AM
To: Walsh, Kathryn E.<k walsh@ftc.gov>; Berg, Karen E.<KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; She inber g, Samuel I. <SS HEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>
Subject : FW: Determining FMV
:00) Easte rn nme (US & Canada)
Good morning
Ifthe purchase price is payable ov er a number of years (say $25 million per year for 10 years), does the Federal Trade Commission
have a required or preferred way to detennine the pres ent value of those payments? For example, discounted by the applicable federal
rate, prime rate, etc. or is it up to the board of directors of the acquiring party to use whatever discount method it believes mo st
appropriate to come up with the fair market value of the equity or assets being acquired?
Thank y ou
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