0810010 Informal Interpretation

us-ftc-hsr-informal-interpretations-dd44886ec42600b0777c5f7b9239a1630810010 Informal InterpretationGuidance

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Date
Rule
802.51
Staff
Michael Verne
Response/Comments
Goodwill needs to be included, but it can be allocated between the foreign and US assets it is associated with.

Question

From:

(redacted)

Sent:

Monday, October 27,2008 8:06 PM

To:

Verne, B. Michael

Subject: HSR question

Mike,

I hope that you are doing well. I would greatlyappreciate your input regarding an HSR issue that we are evaluating. Ourclient, a U.S. company, is looking to acquire voting securities of a foreignissuer (Company B). We are attempting to determine whether under 802.51 wewould need to submit an HSR filing. Company B's sales in the U.S. are below $63.1 million. My question is, looking at the U.S. assets of Company B, howto calculate "goodwill." If we would count all of"goodwill" as an asset then it would be above the $63.1 millionthreshold. Can goodwill be excluded in this calculation?

Thank you in advance for your assistance.

Best, 



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