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0712008 Informal Interpretation
us-ftc-hsr-informal-interpretations-eafc99326c9f62c59fc7c148f5295b200712008 Informal InterpretationGuidance
Date
Rule
801.10
Response/Comments
The analysis is correct. Do not include the capital lease in valuing the voting stock. MV agrees.
Question
From: (redacted)
Sent: Monday, December 17, 2007 5:13 PM
To:Johnson, Janice C.
Subject: Capital leasesare treated as debt when buyer assumes
them in stock deal
DearMs. Johnson,
Thankyou for speaking with me earlier today about how to treat capital leases incalculating the HSR notification threshold. This is to confirm your answer onthat. In stock deals, the acquisition price is the value of the votingsecurities being acquired. Thus, when part of the buyer's consideration in anacquisition of voting securities is to go toward assuming the seller's capitalleases, the capital leases can be treated as debt and the entire outstandingamount of the leases can be excluded in determining if the notificationthreshold is met.
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