2005003 Informal Interpretation

Date:

Tags:

Rule:
801.10
Staff:
Nora Whitehead
Response/Comments:

Agree.

Question

From: Whitehead, Nora


Sent: Tuesday, May 12, 2020 11:31:52 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: HSR Question

Agree.

From: [Redacted]


Sent: Tuesday, May 12, 2020 10:26:37 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: HSR Question

Good Morning,

I have a quick question regarding a particular transaction.

Under an asset purchase deal our client “A” would acquire assets from entity “B” with which A has a history of litigation (including various cross-claims, none of which completed or led to any judgments).

The deal would include a release of all claims for $10 million, which would be credited to B, reducing the amount of cash paid by A at closing.

We think that in determining the size of transaction for HSR purposes, this $10 million must nevertheless be added to the overall deal value, as it is akin to an assumed liability. Agree?

Thanks in advance for your response.

 

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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