2509006 Informal Interpretation

Good afternoon, I’m writing to inquire what the FTC’s current position is on rollover equity in transactions, specifically as it relates to valuing the size of transaction. In a transaction where Company A will acquire 100% of the membership interests of Company B, via Newco (a wholly owned, newly created subsidiary of Company A). The proposed purchase price for the membership interests is $120 million in cash, with another $20 million in rollover equity in Company A. Assuming there are other transaction related deductions, would this be a reportable transaction under the current $126.4 million size of transaction threshold?