2408002 Informal Interpretation

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Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Thursday, August 15, 2024 12:22 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
Subject: 	FW: CONFIDENTIAL
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Thursday, August 15, 2024 12:21:50 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: CONFIDENTIAL
We no longer consider rights to royalty streams as cash equivalents. These should be analyzed as contracts to determine
whether a premium is being paid. Also, please send these types of questions to HSRHelp@ftc.gov.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Tuesday, August 13, 2024 9:56 PM
To: premerger <premerger@ftc.gov>
Subject: CONFIDENTIAL
Dear	PNO Staff,
Company	A plans to	acquire	from Company B	certain	music rights	assets for	approximately $225 million in	cash.
Assume that the size-of- Persons test	is	satisfied.	Approximately $34 million of the purchase price	is	attributable to
the	acquisition	of	musical	copyrights.	The	rest,	approximately $191 million,	is attributable to	the acquisition	of
contractual rights to	royalty	revenue	streams that	do not	derive	from	the	copyrights	being sold.	I believe	the
acquisition of	the contractual rights to	royalty revenue	streams	is exempt as a	cash equivalent (see Informal
Interpretations 0504006 and	0701017) and,	therefore,	that the	transaction	is not	reportable because the value of
the	non-exempt portion is below	the Size-of-Transaction	threshold.	Your thoughts,	as	always,	would be	welcome.
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