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The foreign assets included in the acquisition would be deemed exempt assets under 802.50 or (as to those of 

the US LLC) 802.4, including with respect to any aggregation of sales in or into the US under 801.15(d), 

because the total sales of the target US LLC and assets, and their sales in or into the US, in the acquired 

person’s last fiscal year, are less than $92 million. See Informal Interp. No. 0512014 (where total target sales 

are less than the threshold, the foreign asset sales in or into the US are less than the threshold) 

https://www.ftc.gov/enforcement/premerger-notification-program/informal-interpretations/0512014 

The assets to be acquired include receivables, assigned contracts, benefits under contracts of Seller Companies 

to the extent related to the Business, all Business intellectual property, prepaid expenses, certain FF&E, 

computer and telephone equipment, books and records and goodwill associated with the Business. In connection 

with tax allocations, the parties have agreed upon an allocation of the Purchase Price among the Seller 

Companies following an analysis by accountants retained by the acquired person, taking into account the 

tangible assets and allocation of the intangible assets, sales in various locations of certain UK software owned 

by the UK Seller Company and certain US software owned by the US Seller Companies. The results of the tax 

allocation analysis by the accountants, incorporated into the agreement of the parties, are that the Purchase Price 

of $150 million should be allocated approximately $97.7 million to the UK software and assets of the UK Seller 

Company; approximately $50.2 million to the US software and assets of the US Seller Companies, and 

approximately $2.1 million to Seller Companies in other jurisdictions. 

To the extent that there might be deemed to be a determined acquisition price for the non-exempt assets based 

on the agreed allocation, it would be at most $50.2 million, plus a corresponding allocation of about one-third of

any estimated contingent payments, and any estimated assumed liabilities, which would total less than $92 

million. See Informal Interp. No. 0112010 (agreed acquisition price, reasonable 

estimates) https://www.ftc.gov/enforcement/premerger-notification-program/informal-interpretations/0112010 

The acquiring person may use any reasonable method to determine in good faith the fair market value of the 

non-exempt assets pursuant to 801.10(c)(3). ABA Antitrust Section, Premerger Notification Manual, Interp. 

No. 58, 63, Informal Interp. No. 0004007 (allowing reliance on valuation of accountants adopted by the 

acquiring person) https://www.ftc.gov/enforcement/premerger-notification-program/informalinterpretations/0004007. 

Contracts for services rendered outside the US are foreign assets, as is the goodwill associated with those 

contracts. Informal Interp. No. 1012005 point 21 https://www.ftc.gov/enforcement/premerger-notificationprogram/informal-interpretations/1012005 In allocating the location and value of intangible assets such as 

goodwill and intellectual property, one acceptable method is to rely upon an agreed allocation for tax purposes 

set forth in the agreement between the parties. Informal Interp. No. 1012005, point 22. We request that you 

confirm that Interpretation 1012005 still represents the current PNO interpretation. 

We would be pleased to discuss any further information you might need to address this request. 

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