Assuming the parties to a deal are of sufficient size prior to the deal itself, the FTC requires filing and clearance of all M&A deals above a certain size under the infamous Hart-Scott-Rodino Act.  That size of deal trigger is now $92M (it is updated regularly, which means it is increased).

It has long been established that the size of a deal can be reduced as follows: from the deal consideration in an acquisition of equity, if any debt of the target to third parties is paid at closing then the amount of that payment is deducted from the deal size.

Last week, advice from the FTC website has reversed this practice if the selling equity holders will benefit from the retirement of that debt.   While one can appreciate a certain symmetry to cash deals (where assumption of target debt always was counted in determining deal size), parties to equity M&A transactions now will need to calculate FTC reporting requirements utilizing this new metric.