17120003 Informal Interpretation

1
Haynes, Lanea
From:
Sent: 	Thursday, December 21, 2017 9:45 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin;
Sheinberg, Samuel I.; Whitehead, Nora
Subject: 	FW: Question about Asset Valuation
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From: Sheinberg, Samuel I.
Sent: Thursday, December 21, 2017 9:45:19 AM
To:
Cc:
Subject: RE: Question about Asset Valuation
Auto forwarded by a Rule
The board can determine that the value is in excess of $807.5 million.
Happy holidays,
Sam
From:
Sent: Wednesday, December 20, 2017 5:38 PM
To: Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Gillis, Diana L.; Shaffer, Kristin; Sheinberg, Samuel I.;
Whitehead, Nora
Subject: FW: Question about Asset Valuation
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From:
Sent: Wednesday, December 20, 2017 5:37:17 PM
To:
Subject: Question about Asset Valuation
Auto forwarded by a Rule
Dear Sir or Madam,
I hope you confirm something for me.
A, the acquiring party, will become the sole member of a large non-profit corporation B. Under 801.2(f)(3),
this is an asset acquisition. 	A will pay no consideration for the assets. Under 801.10(b) and 801.10(c)(3), A’s
Board has to determine the fair market value of the assets acquired. The book value of the non-exempt assets of
B is in the billions, and any reasonable estimate of the fair market value would be far greater than $807.5
million.

2
The attached article from 2002 written by Malcolm Pfunder indicates that an acquiring person may concede that
a transaction is valued at more than the $500 millon threshold, as adjusted, and pay the highest filing fee.
Is that still the PNO’s position? Can A stipulate that the value of the transaction is greater than $807.5 million
and pay the $280,000 filing fee? If it stipulates, is A’s Board relieved of the obligation to make a good faith
estimate of the assets of B? If a stipulation is not allowed, can A’s Board estimate that the value of B’s assets
are a range, i.e. “greater than $807.5 million?”
Thank you in advance for your assistance.