2003002 Informal Interpretation

From: Whitehead, Nora

Sent: Monday, March 2, 2020 12:20:50 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: RE: Asset Transaction Acquisition Price

You are correct; in an asset acquisition, assumed liabilities may not be deducted from the acquisition price.

From: [Redacted]

Sent: Saturday, February 29, 2020 2:57:22 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: Asset Transaction Acquisition Price

In an asset transaction, the acquisition price includes all consideration. In this regard, please confirm whether or not ordinary course trade payables and other ordinary course operating liabilities assumed by the purchaser in connection with the transaction, including accrued payroll and the cost to perform unfinished purchase orders are included in the acquisition price.

Thank you in advance for the guidance.