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0408012 Informal Interpretation
us-ftc-hsr-informal-interpretations-a2613ef848daa1f87b505e6ab058189c0408012 Informal InterpretationGuidance
Date
Rule
801.10
Response/Comments
If the contingent payments are to speculative to estimate, the acquisition price is undetermined & the value would be fair market value. The Board of the acquiring person or ?? designee would determine the FMV.
Question
From:(redacted)
Sent:Monday, August 23, 2004 6:02 PM
To:Verne, B. Michael
Subject: HSR question
Mike,
With respect to anasset deal the up front cash payment is under 50 million, but there arecontingent earn-out payments, the size of which will depend on thepost-acquisition earnings of the company being purchases. In this case, doesone treat the issue as though no sale prices has been set and look to the fairmarket value of the assets to be sold in order to determine if a filing isrequired and would the Board of the buying company make the assessment?
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