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0601015 Informal Interpretation
us-ftc-hsr-informal-interpretations-f4585cb4c131e1c0fa63c78231a4ba7d0601015 Informal InterpretationGuidance
Date
Rule
801.10(d)
Response/Comments
No - even if the debt was held directly by the LLC and there was no corporate subsidiary, you would not add the debt to the acquisition price like with an asset deal. The valuation of the interest in the LLC would be valued the same as a non-publicly traded corporation (see 801.10(d)).
Question
From: (redacted)
Sent: Thursday, January 19, 2006 1:05 PM
To: Verne, B. Michael
Subject:Valuation
Hi Mike,
The Acquiring Person willacquire interest in an LLC. The LLC has a corporate subsidiary. The corporatesubsidiary may have debt. Because it is an interest in an LLC would the valueof the transaction be affected at all by the amount of corporate subsidiarydebt?
MV COMMENTS
No - even if the debt washeld directly by the LLC and there was no corporate subsidiary, you would notadd the debt to the acquisition price like with an asset deal. The valuation ofthe interest in the LLC would be valued the same as a non-publicly tradedcorporation (see 801.10(d)).
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