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Agree. UPDATE June 1, 2016: This no longer represents the position of the PNO. Please see https://www.ftc.gov/news-events/blogs/competition-matters/2016/05/corpo…...

Point #1. This would not be 802.30 unless the new shares are going to a controlling shareholder. If the new issue of stock is pro-rata to all shareholders, 7A(c)(10) would exempt it. 1. First question...

I agree that the transaction is not reportable, but you are mixing apples and oranges in your explanation of the analysis. Rule 802.4 has nothing to do with the size-of-transaction which is $68.7 MM...

I think #2 is a reasonable approach. The FMV is what you would pay up front (without any future contingency), weighing the possibility that the deal may tank if government approvals are not received...