81_FR_60427 81 FR 60257 - Premerger Notification; Reporting and Waiting Period Requirements

81 FR 60257 - Premerger Notification; Reporting and Waiting Period Requirements

FEDERAL TRADE COMMISSION

Federal Register Volume 81, Issue 170 (September 1, 2016)

Page Range60257-60272
FR Document2016-20950

The Commission is amending the Hart-Scott-Rodino (``HSR'') Premerger Notification Rules (the ``Rules'') that require the parties to certain mergers and acquisitions to file reports with the Federal Trade Commission (``the Commission'' or ``FTC'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'' or ``DOJ'') (together the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified period of time before consummating such transactions. These amendments update the Rules to allow for submission of the Premerger Notification and Report Form (``Form'') and accompanying documents (together the ``HSR Filing'') on digital video/versatile disc (``DVD''), and clarify the Instructions to the Form.

Federal Register, Volume 81 Issue 170 (Thursday, September 1, 2016)
[Federal Register Volume 81, Number 170 (Thursday, September 1, 2016)]
[Rules and Regulations]
[Pages 60257-60272]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-20950]


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FEDERAL TRADE COMMISSION

16 CFR Part 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Commission is amending the Hart-Scott-Rodino (``HSR'') 
Premerger Notification Rules (the ``Rules'') that require the parties 
to certain mergers and acquisitions to file reports with the Federal 
Trade Commission (``the Commission'' or ``FTC'') and the Assistant 
Attorney General in charge of the Antitrust Division of the Department 
of Justice (``the Assistant Attorney General'' or ``DOJ'') (together 
the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified 
period of time before consummating such transactions. These amendments 
update the Rules to allow for submission of the Premerger Notification 
and Report Form (``Form'') and accompanying documents (together the 
``HSR Filing'') on digital video/versatile disc (``DVD''), and clarify 
the Instructions to the Form.

DATES: Effective September 1, 2016.

FOR FURTHER INFORMATION CONTACT: Robert L. Jones, Assistant Director, 
Premerger Notification Office, Bureau of Competition, Room 5301, 
Federal Trade Commission, 400 7th Street SW., Washington, DC 20024. 
Telephone: (202) 326-3100, Email: [email protected].

SUPPLEMENTARY INFORMATION: 

Introduction

    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers or acquisitions to file with the Commission and DOJ to 
allow the Agencies to conduct their initial review of a proposed 
transaction's competitive impact and requires the parties to wait a 
specified period of time before consummating such transactions. The 
reporting requirement and the waiting period that it triggers are 
intended to enable the Antitrust Agencies to determine whether a 
proposed merger or acquisition may violate the antitrust laws if 
consummated and, when appropriate, to seek a preliminary injunction in 
federal court to prevent consummation, pursuant to Section 7 of the 
Act.
    Section 7A(d)(1) of the Act, 15 U.S.C. 18a(d)(1), directs the 
Commission, with the concurrence of the Assistant Attorney General, in 
accordance with the Administrative Procedure Act, 5 U.S.C. 553, to 
require that premerger notification be in such form and contain such 
information and documentary material as may be necessary and 
appropriate to determine whether the proposed transaction may, if 
consummated, violate the antitrust laws. Section 7A(d)(2) of the Act, 
15 U.S.C. 18a(d)(2), grants the Commission, with the concurrence of the 
Assistant Attorney General, in accordance with 5 U.S.C. 553, the 
authority to define the terms used in the Act and prescribe such other 
rules as may be necessary and appropriate to carry out the purposes of 
Section 7A.
    Pursuant to that authority, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Rules, codified in 16 CFR 
parts 801, 802 and 803, and the Form and its associated Instructions, 
codified at part 803--appendix, to govern the form of premerger 
notifications to be provided by merging parties.
    HSR Filings provide the Agencies with the information and 
documentary material necessary for an initial evaluation of the 
potential anticompetitive impact of significant mergers, acquisitions 
and certain similar transactions. Currently, all HSR Filings are 
submitted in paper. Through these amendments to the Rules, the Agencies 
will allow the submission of HSR Filings digitally on DVD (``DVD 
filings''). The acceptance of DVD filings requires certain conforming 
changes to the Instructions to the Form, so the Commission is also 
taking this opportunity to clarify the Instructions and make them 
easier to use.

Statement of Basis and Purpose for the Commission's Revision of Its 
Premerger Notification Form, Instructions and Rules

    Since the inception of the HSR program, the HSR Form and its 
attachments have been submitted in paper. In 2006, an electronic filing 
option was introduced that would allow filers to upload HSR Filings 
directly to the Agencies but that option failed to gain traction due to 
the limitations of the underlying technology, and it was soon 
discontinued. While the Agencies continue to explore an electronic 
filing option, they have decided to accept the submission of HSR 
Filings digitally on DVD. Accordingly, the Commission amends part 803 
to delete references to the discontinued electronic filing option and 
revises these sections and the Instructions to the Form found in the 
appendix to part 803 to allow for DVD filings. Documents submitted by 
the parties with the filing are typically created and stored in digital 
format. Allowing parties to submit these digital files on electronic 
media will be more efficient and cost-effective, providing benefits to 
filing parties as well as the Agencies:

--Currently, those submitting HSR Filings must provide five paper 
copies of their Form, consisting of one original and one copy to the 
FTC, and three copies to DOJ, as well as one set of Documentary 
Attachments to each Agency. DVD filing will eliminate the expensive and 
time-consuming printing and duplication of documents, and allow for a 
more efficient filing process for filing parties.
--DVD filing will ease the physical delivery of voluminous HSR Filings 
to the Agencies, and facilitate the processing and review of filings 
within each Agency.
--DVD filing will allow for more efficient and less costly storage 
options for the Agencies

    To provide maximum flexibility, filing parties will still have the 
traditional option of submitting HSR Filings in paper. Submitting an 
HSR Filing partially on DVD and partially in paper will not be 
permitted, however. Additionally, DVD submissions must be accompanied 
by original hard copies of the cover letter, certification and 
affidavit. The individual rule amendments associated with DVD filing 
are described more fully below.
    Additionally, this rulemaking makes minor changes to the Form 
Instructions,

[[Page 60258]]

many of which are unrelated to DVD filing, to reduce the burden on 
filing parties by making it easier to prepare the Form and comply with 
the HSR Filing requirements. These changes are not substantive in 
nature, and involve formatting, clarification, and simplification, as 
well as the deletion of immaterial language, with the goal of 
eliminating confusion for filing parties, as noted below.

Section 803.1 Notification and Report Form

    The internet portal established in 2006, www.hsr.gov, to allow the 
electronic filing of HSR Filings is no longer technologically viable, 
and references to HSR.gov are removed from all Rules in which they 
appear and the Instructions.

Section 803.2 Instructions Applicable to Notification and Report Form

    Section 803.2(e)(1) currently allows filers to forego the physical 
production of documents responsive to Item 4(b) by incorporating by 
reference documents previously filed with the Agencies in other 
transactions. The purpose of the rule was to avoid the costly 
duplication of responsive documents that were already in the possession 
of the Agencies. However, given Sec.  803.2(e)(2), which allows parties 
to cite to an Internet address rather than provide hard copies of 
responsive documents, and the ease of copying documents onto a DVD 
without any expensive hard copy duplication, Sec.  803.2 is being 
amended to delete Sec.  803.2(e)(1). The existing, current, Sec.  
803.2(e)(2) will be renumbered to Sec.  803.2(e), and the new Sec.  
803.2(e) has been amended for clarity.
    To ensure the submission of compatible and readable electronic 
files, and to avoid problems and delays in processing HSR Filings, 
paragraph (f) of Sec.  803.2 has been amended to require the use of 
specific formatting when submitting an HSR Filing on DVD, and to remove 
the reference to www.hsr.gov. The filing person is responsible for 
ensuring that the formatting requirements are observed and is subject 
to a notice of deficient filing if an unacceptable format is submitted. 
See http://www.ftc.gov/enforcement/premerger-notification-program for 
all current DVD Filing format requirements.

Section 803.3 Statement of Reasons for Noncompliance

    Section 803.3 identifies the specific information that a filing 
person must provide when not responding to an Item on the Form. 
Paragraph (d) identifies the specifics of making a claim of privilege. 
Paragraph (d) is amended to require the titles and/or positions of the 
author of a document, the addressee, and all recipients of the document 
being withheld or redacted under a claim of privilege to enable the 
Agencies to better assess if the privilege applies.

Section 803.5 Affidavits Required

    Section 803.5 requires an affidavit from the filing person 
attesting to the good faith intention of the person filing to proceed 
with the transaction. The affidavit must be attached to the Form at the 
time of filing. Paragraphs (a)(1), (a)(3), and (b) are amended to 
address inclusion of the affidavit when using the DVD filing option. If 
only a scanned version of the signed affidavit is available at the time 
of filing, it must be submitted on the DVD, and the original signed 
hard copy should be provided to the FTC as soon as possible.

Section 803.10 Running of Time

    Persons required by the Act to submit HSR Filings must comply with 
specified statutory waiting periods before consummating the 
transaction. Section 803.10(c)(1)(i) is amended to define the ``date of 
receipt and means of delivery'' for purposes of determining when the 
waiting period begins for filings submitted on DVD. Delivery is to be 
effected by providing a DVD filing directly to the designated agency 
offices, by either hand or certified or registered mail, FedEx or UPS, 
during normal business hours.
    References and paragraphs relating exclusively to ``electronic'' 
filing, as well as references to www.hsr.gov, have been deleted to 
avoid confusion, as the submission of filings electronically is not 
currently available.

Appendix to Part 803--Notification and Report Form and Instructions

    A number of changes have been made to the Form Instructions, 
including changes unrelated to DVD filing, that are intended to clarify 
the Instructions and simplify the process of completing an HSR Form. 
Many of these changes involve new formatting or the substitution or 
deletion of a word, sentence or paragraph. The more significant changes 
entail the following amendments:

``Filing''
    Accounts for the option of filing using a DVD, including specific 
formatting and submission requirements.

``Responses''
    Clarifies that estimated financial information provided in the Form 
should include an ``est.'' notation. Also specifies that additional 
pages should be included within the Form, not with the Documentary 
Attachments.

``Amount Paid''
    Eliminates the requirement for an explanatory attachment regarding 
valuation.

``Payer Identification'' and ``Method of Payment''
    Clarifies the process and requirements for submitting HSR filing 
fees.

``Item 1(g)''
    Specifies that identification of a second contact person is 
required.

``Item 2(d)''
    Clarifies how to respond where a transaction involves a mixed deal 
including voting securities, and/or non-corporate interests, and/or 
assets.

``Item 3(a)''
    Reorganized and reworded for clarity. Clarifies that the 
description of the transaction should include a brief and simple 
description of the relevant assets or business operation(s) to be 
acquired. Deletes requirement for identification of expected dates of 
major events and deletes paragraph discussing acquisitions ``from a 
holder other than the issuer or unincorporated entity'' to reduce 
confusion.

``Item 3(b)''
    Clarifies that agreement schedules are not required unless they 
represent some agreement between the parties (e.g., a non-compete). 
Specifies that parties filing on a letter of intent may also submit a 
draft of the definitive agreement, if one exists.

``Item 4(b)''
    Reorganized and amended to clarify the types of reports that are 
acceptable (e.g., unaudited reports that are relied upon by the board 
are permitted), and from which entities reports are required.

``Items 4(c) and 4(d)''
    Clarifies that document title, date, and author information is 
required for both 4(c) and 4(d) documents. Additionally amended to 
clarify the proper labeling convention for these documents, as well as 
the privilege log requirements outlined in Sec.  803.3(d).

``Item 5(a)''
    Simplifies the instructions.

``Item 6(b)''
    Amended to clarify that only shareholders with 5% or more, but less 
than 50% must be identified.

``Item 6(c)''
    Clarifies the instructions.

``Item 7''
    Amended to clarify that all six-digit NAICS industry code overlaps 
must be reported, regardless of whether there is a ten-digit NAICS 
overlap.

``Item 7(b)''
    Amended to clarify which entities should be listed.


[[Page 60259]]


``Item 7(c)''
    Amended to change the order and organization of the NAICS codes for 
clarity, and renumbered the sub-sections. Amended to clarify that 
geographic information should be provided by state postal code 
abbreviations, including identifying the number of states reported, and 
that a response of ``national'' is acceptable in certain cases in lieu 
of listing every state.

``Item 7(c)(iv)''
    Amended to more clearly state that county and city/town information 
is required for the specific NAICS codes outlined in this section. 
Reformatted for readability.

``Item 8''
    Amended to clarify that Item 8 is related to codes reported in Item 
5.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the Administrative Procedure Act (``APA''), 
notice and comment are not required ``when the agency for good cause 
finds (and incorporates the finding and a brief statement of reasons 
therefore in the rules issued) that notice and public procedure thereon 
are impracticable, unnecessary, or contrary to the public interest.'' 5 
U.S.C. 553(b)(3)(B).
    The Commission is updating the Rules, Form and Instructions to 
provide the option of submitting HSR Filings on DVD, and to clarify the 
Form Instructions. Paper copy submission will remain available. These 
amendments to the HSR Rules and Form fall within the category of rules 
covering agency procedure and practice that are exempt from the notice-
and-comment requirements of the APA. See 5 U.S.C. 553(b)(A). Because 
the amendments are not substantive in nature, they are also not subject 
to the delayed effective date provisions of the APA. See 5 U.S.C. 
553(d) (substantive rules may take effect no sooner than 30 days after 
publication).
    For these reasons, the Commission finds that there is good cause 
for adopting this final rule as effective on September 1, 2016 without 
prior public comment.

Regulatory Flexibility Act

    The Regulatory Flexibility Act, 5 U.S.C. 601-612, requires that the 
agency conduct an initial and final regulatory analysis of the 
anticipated economic impact of the proposed amendments on small 
businesses, except where the agency head certifies that the regulatory 
action will not have a significant economic impact on a substantial 
number of small entities. 5 U.S.C. 605. The Regulatory Flexibility Act 
requirements apply, however, only to rules or amendments that are 
subject to the notice-and-comment requirements of the APA. See 5 U.S.C. 
603, 604. Because these amendments are exempt from those APA 
requirements, as noted earlier, they are also exempt from the 
Regulatory Flexibility Act requirements. In any event, because of the 
size of the transactions necessary to invoke an HSR Filing, the 
premerger notification rules rarely, if ever, affect small businesses. 
Indeed, amendments to the Act in 2001 were intended to reduce the 
burden of the premerger notification program by exempting all 
transactions valued at less than $50 million (as adjusted annually). 
Further, none of the proposed rule amendments expands the coverage of 
the premerger notification rules in a way that would affect small 
business. Accordingly, to the extent, if any, that the Regulatory 
Flexibility Act applies, the Commission certifies that these proposed 
rules will not have a significant economic impact on a substantial 
number of small entities. This document serves as notice of this 
certification to the Small Business Administration.

Paperwork Reduction Act

    These changes do not contain any record maintenance, reporting or 
disclosure requirements that would constitute agency ``collections of 
information'' that would have to be submitted for clearance and 
approval by the Office of Management and Budget under the Paperwork 
Reduction Act of 1995, 44 U.S.C. 3501-3521.

List of Subjects in 16 CFR Part 803

    Antitrust.

    For the reasons stated in the preamble, the Federal Trade 
Commission amends 16 CFR part 803 as set forth below:

PART 803--TRANSMITTAL RULES

0
1. The authority citation for part 803 continues to read as follows:

    Authority: 15 U.S.C. 18a(d).


0
2. Amend Sec.  803.1 by revising paragraph (a) to read as follows:


Sec.  803.1  Notification and Report Form.

    (a) The notification required by the act shall be the Notification 
and Report Form set forth in the appendix to this part, as amended from 
time to time. All acquiring and acquired persons required to file 
notification by the act and these rules shall do so by completing and 
filing the Notification and Report Form, in accordance with the 
instructions thereon and these rules. The current version of the Form 
can be obtained at http://www.ftc.gov.
* * * * *

0
3. Amend Sec.  803.2 by revising paragraphs (e) and (f) to read as 
follows:


Sec.  803.2  Instructions applicable to Notification and Report Form.

* * * * *
    (e) For documents required by item 4(b) of the Notification and 
Report Form, a person filing the notification may, instead of 
submitting a document, provide a cite to an operative Internet address 
directly linking to the document, if the linked document is complete 
and payment is not required to access the document. If an Internet 
address becomes inoperative during the waiting period, or the document 
is otherwise rendered inaccessible or incomplete, upon notification by 
the Commission or Assistant Attorney General, the parties must make the 
document available to the agencies by either referencing an operative 
Internet address where the complete document may be accessed or by 
providing paper copies to the agencies as provided in Sec.  
803.10(c)(1) by 5 p.m. on the next regular business day. Failure to 
make the document available, by the Internet or by providing paper 
copies, by 5 p.m. on the next regular business day, will result in 
notice of a deficient filing pursuant to Sec.  803.10(c)(2).
    (f) Filings made via DVD must comply with all format requirements 
set forth at the Premerger Notification Office pages at http://www.ftc.gov. The use of any format not specified as acceptable, or any 
other failure to comply with the applicable format requirements, shall 
render the entire filing deficient within the meaning of Sec.  
803.10(c)(2).

0
4. Amend Sec.  803.3 by revising paragraph (d) to read as follows:


Sec.  803.3  Statement of reasons for noncompliance.

* * * * *
    (d) Where noncompliance is based on a claim of privilege, a 
statement of the claim of privilege and all facts relied on in support 
thereof, including the identity of each document, its author, the 
author's title/position, addressee, the addressee's title/position, 
date, subject matter, all recipients of the original and of any copies, 
the recipients' titles/positions, the document's present location, and 
who has control of it.

0
5. Amend Sec.  803.5 by revising paragraphs (a)(1) introductory text, 
(a)(3), and (b) to read as follows:

[[Page 60260]]

Sec.  803.5  Affidavits required.

    (a)(1) Section 801.30 acquisitions. For acquisitions to which Sec.  
801.30 applies, the notification required by the act from each 
acquiring person shall contain an affidavit, attached to the front of 
the notification, or with the DVD submission, attesting that the issuer 
whose voting securities are to be acquired has received notice in 
writing by certified or registered mail, by wire or by hand delivery, 
at its principal executive offices, of:
* * * * *
    (3) The affidavit required by this paragraph must have attached to 
it a copy of the written notice received by the acquired person 
pursuant to paragraph (a)(1) of this section. For DVD filings, the 
written notice (in a form specified in the instructions) must be 
included on the DVD.
    (b) Non-section 801.30 acquisitions. For acquisitions to which 
Sec.  801.30 does not apply, the notification required by the act shall 
contain an affidavit, attached to the front of the notification, or 
with the DVD submission, attesting that a contract, agreement in 
principle or letter of intent to merge or acquire has been executed, 
and further attesting to the good faith intention of the person filing 
notification to complete the transaction.

0
6. Amend Sec.  803.10 by revising paragraph (c)(1)(i), removing 
paragraphs (c)(1)(ii) and (iii), and redesignating paragraph (c)(1)(iv) 
as paragraph (c)(1)(ii) to read as follows:


Sec.  803.10  Running of time.

* * * * *
    (c)(1) * * *
    (i) For paper copy filings and DVD filings, the date of receipt 
shall be the date on which delivery is effected to the designated 
offices (Premerger Notification Office, Federal Trade Commission, Room 
5301, 400 7th Street SW., Washington, DC 20024, and Director of Civil 
Enforcement, Office of Operations, Antitrust Division, Department of 
Justice, 950 Pennsylvania Avenue NW., Room #3335, Washington, DC 20530) 
during normal business hours. Delivery should be effected directly to 
the designated offices, either by hand or by certified or registered 
mail (including FedEx and UPS). In the event one or both of the 
delivery sites are unavailable, the FTC and DOJ may designate alternate 
sites for delivery of the filing. Notification of the alternate 
delivery sites will normally be made through a press release and, if 
possible, on the http://www.ftc.gov Web site.
* * * * *

0
7. Amend the appendix to part 803 by revising the Instructions to the 
Form to read as follows:

Appendix to Part 803--Notification and Report Form for Certain Mergers 
and Acquisitions

* * * * *
BILLING CODE 6750-01-P

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Donald S. Clark,
Secretary.
[FR Doc. 2016-20950 Filed 8-31-16; 8:45 am]
 BILLING CODE 6750-01-C



                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                      60257

                                                  PART 772—[AMENDED]                                      Washington, DC 20024. Telephone:                      opportunity to clarify the Instructions
                                                                                                          (202) 326–3100, Email: rjones@ftc.gov.                and make them easier to use.
                                                  ■ 22. The authority citation for 15 CFR                 SUPPLEMENTARY INFORMATION:
                                                  part 772 is revised to read as follows:                                                                       Statement of Basis and Purpose for the
                                                                                                          Introduction                                          Commission’s Revision of Its Premerger
                                                     Authority: 50 U.S.C. 4601 et seq.; 50                                                                      Notification Form, Instructions and
                                                  U.S.C. 1701 et seq.; E.O. 13222, 66 FR 44025,              Section 7A of the Clayton Act (the
                                                                                                          ‘‘Act’’) requires the parties to certain              Rules
                                                  3 CFR, 2001 Comp., p. 783; Notice of August
                                                  4, 2016, 81 FR 52587 (August 8, 2016).                  mergers or acquisitions to file with the                 Since the inception of the HSR
                                                                                                          Commission and DOJ to allow the                       program, the HSR Form and its
                                                  PART 774—[AMENDED]                                      Agencies to conduct their initial review              attachments have been submitted in
                                                                                                          of a proposed transaction’s competitive               paper. In 2006, an electronic filing
                                                  ■ 23. The authority citation for 15 CFR                 impact and requires the parties to wait               option was introduced that would allow
                                                  part 774 is revised to read as follows:                 a specified period of time before                     filers to upload HSR Filings directly to
                                                     Authority: 50 U.S.C. 4601 et seq.; 50 U.S.C.         consummating such transactions. The                   the Agencies but that option failed to
                                                  1701 et seq.; 10 U.S.C. 7420; 10 U.S.C.                 reporting requirement and the waiting                 gain traction due to the limitations of
                                                  7430(e); 22 U.S.C. 287c, 22 U.S.C. 3201 et              period that it triggers are intended to               the underlying technology, and it was
                                                  seq.; 22 U.S.C. 6004; 42 U.S.C. 2139a; 15               enable the Antitrust Agencies to                      soon discontinued. While the Agencies
                                                  U.S.C. 1824a; 50 U.S.C. 4305; 22 U.S.C. 7201            determine whether a proposed merger
                                                  et seq.; 22 U.S.C. 7210; E.O. 13026, 61 FR
                                                                                                                                                                continue to explore an electronic filing
                                                  58767, 3 CFR, 1996 Comp., p. 228; E.O.
                                                                                                          or acquisition may violate the antitrust              option, they have decided to accept the
                                                  13222, 66 FR 44025, 3 CFR, 2001 Comp., p.               laws if consummated and, when                         submission of HSR Filings digitally on
                                                  783; Notice of August 4, 2016, 81 FR 52587              appropriate, to seek a preliminary                    DVD. Accordingly, the Commission
                                                  (August 8, 2016).                                       injunction in federal court to prevent                amends part 803 to delete references to
                                                                                                          consummation, pursuant to Section 7 of                the discontinued electronic filing option
                                                    Dated: August 26, 2016.
                                                                                                          the Act.                                              and revises these sections and the
                                                  Kevin J. Wolf,                                             Section 7A(d)(1) of the Act, 15 U.S.C.             Instructions to the Form found in the
                                                  Assistant Secretary for Export                          18a(d)(1), directs the Commission, with
                                                  Administration.
                                                                                                                                                                appendix to part 803 to allow for DVD
                                                                                                          the concurrence of the Assistant                      filings. Documents submitted by the
                                                  [FR Doc. 2016–21031 Filed 8–31–16; 8:45 am]             Attorney General, in accordance with                  parties with the filing are typically
                                                  BILLING CODE 3510–33–P                                  the Administrative Procedure Act, 5                   created and stored in digital format.
                                                                                                          U.S.C. 553, to require that premerger                 Allowing parties to submit these digital
                                                                                                          notification be in such form and contain              files on electronic media will be more
                                                  FEDERAL TRADE COMMISSION                                such information and documentary                      efficient and cost-effective, providing
                                                                                                          material as may be necessary and                      benefits to filing parties as well as the
                                                  16 CFR Part 803                                         appropriate to determine whether the                  Agencies:
                                                                                                          proposed transaction may, if
                                                  Premerger Notification; Reporting and                                                                         —Currently, those submitting HSR
                                                                                                          consummated, violate the antitrust laws.
                                                  Waiting Period Requirements                                                                                      Filings must provide five paper copies
                                                                                                          Section 7A(d)(2) of the Act, 15 U.S.C.
                                                                                                                                                                   of their Form, consisting of one
                                                  AGENCY:    Federal Trade Commission.                    18a(d)(2), grants the Commission, with
                                                                                                                                                                   original and one copy to the FTC, and
                                                                                                          the concurrence of the Assistant
                                                  ACTION:   Final rule.                                   Attorney General, in accordance with 5                   three copies to DOJ, as well as one set
                                                                                                          U.S.C. 553, the authority to define the                  of Documentary Attachments to each
                                                  SUMMARY:    The Commission is amending                                                                           Agency. DVD filing will eliminate the
                                                  the Hart-Scott-Rodino (‘‘HSR’’)                         terms used in the Act and prescribe
                                                                                                          such other rules as may be necessary                     expensive and time-consuming
                                                  Premerger Notification Rules (the                                                                                printing and duplication of
                                                  ‘‘Rules’’) that require the parties to                  and appropriate to carry out the
                                                                                                          purposes of Section 7A.                                  documents, and allow for a more
                                                  certain mergers and acquisitions to file                                                                         efficient filing process for filing
                                                  reports with the Federal Trade                             Pursuant to that authority, the
                                                                                                          Commission, with the concurrence of                      parties.
                                                  Commission (‘‘the Commission’’ or                                                                             —DVD filing will ease the physical
                                                  ‘‘FTC’’) and the Assistant Attorney                     the Assistant Attorney General,
                                                                                                          developed the Rules, codified in 16 CFR                  delivery of voluminous HSR Filings to
                                                  General in charge of the Antitrust                                                                               the Agencies, and facilitate the
                                                                                                          parts 801, 802 and 803, and the Form
                                                  Division of the Department of Justice                                                                            processing and review of filings
                                                                                                          and its associated Instructions, codified
                                                  (‘‘the Assistant Attorney General’’ or                                                                           within each Agency.
                                                                                                          at part 803—appendix, to govern the
                                                  ‘‘DOJ’’) (together the ‘‘Antitrust                                                                            —DVD filing will allow for more
                                                                                                          form of premerger notifications to be
                                                  Agencies’’ or ‘‘Agencies’’) and to wait a                                                                        efficient and less costly storage
                                                                                                          provided by merging parties.
                                                  specified period of time before                            HSR Filings provide the Agencies                      options for the Agencies
                                                  consummating such transactions. These                   with the information and documentary                     To provide maximum flexibility,
                                                  amendments update the Rules to allow                    material necessary for an initial                     filing parties will still have the
                                                  for submission of the Premerger                         evaluation of the potential                           traditional option of submitting HSR
                                                  Notification and Report Form (‘‘Form’’)                 anticompetitive impact of significant                 Filings in paper. Submitting an HSR
                                                  and accompanying documents (together                    mergers, acquisitions and certain similar             Filing partially on DVD and partially in
                                                  the ‘‘HSR Filing’’) on digital video/                   transactions. Currently, all HSR Filings              paper will not be permitted, however.
                                                  versatile disc (‘‘DVD’’), and clarify the
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                                                                                                          are submitted in paper. Through these                 Additionally, DVD submissions must be
                                                  Instructions to the Form.                               amendments to the Rules, the Agencies                 accompanied by original hard copies of
                                                  DATES: Effective September 1, 2016.                     will allow the submission of HSR                      the cover letter, certification and
                                                  FOR FURTHER INFORMATION CONTACT:                        Filings digitally on DVD (‘‘DVD                       affidavit. The individual rule
                                                  Robert L. Jones, Assistant Director,                    filings’’). The acceptance of DVD filings             amendments associated with DVD filing
                                                  Premerger Notification Office, Bureau of                requires certain conforming changes to                are described more fully below.
                                                  Competition, Room 5301, Federal Trade                   the Instructions to the Form, so the                     Additionally, this rulemaking makes
                                                  Commission, 400 7th Street SW.,                         Commission is also taking this                        minor changes to the Form Instructions,


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                                                  60258            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                  many of which are unrelated to DVD                      titles and/or positions of the author of              ‘‘Amount Paid’’
                                                  filing, to reduce the burden on filing                  a document, the addressee, and all                       Eliminates the requirement for an
                                                  parties by making it easier to prepare                  recipients of the document being                      explanatory attachment regarding
                                                  the Form and comply with the HSR                        withheld or redacted under a claim of                 valuation.
                                                  Filing requirements. These changes are                  privilege to enable the Agencies to                   ‘‘Payer Identification’’ and ‘‘Method of
                                                  not substantive in nature, and involve                  better assess if the privilege applies.                  Payment’’
                                                  formatting, clarification, and                                                                                   Clarifies the process and requirements
                                                                                                          Section 803.5 Affidavits Required
                                                  simplification, as well as the deletion of                                                                    for submitting HSR filing fees.
                                                  immaterial language, with the goal of                      Section 803.5 requires an affidavit
                                                                                                          from the filing person attesting to the               ‘‘Item 1(g)’’
                                                  eliminating confusion for filing parties,                                                                        Specifies that identification of a
                                                  as noted below.                                         good faith intention of the person filing
                                                                                                          to proceed with the transaction. The                  second contact person is required.
                                                  Section 803.1 Notification and Report                   affidavit must be attached to the Form                ‘‘Item 2(d)’’
                                                  Form                                                    at the time of filing. Paragraphs (a)(1),                Clarifies how to respond where a
                                                    The internet portal established in                    (a)(3), and (b) are amended to address                transaction involves a mixed deal
                                                  2006, www.hsr.gov, to allow the                         inclusion of the affidavit when using the             including voting securities, and/or non-
                                                  electronic filing of HSR Filings is no                  DVD filing option. If only a scanned                  corporate interests, and/or assets.
                                                  longer technologically viable, and                      version of the signed affidavit is                    ‘‘Item 3(a)’’
                                                  references to HSR.gov are removed from                  available at the time of filing, it must be              Reorganized and reworded for clarity.
                                                  all Rules in which they appear and the                  submitted on the DVD, and the original                Clarifies that the description of the
                                                  Instructions.                                           signed hard copy should be provided to                transaction should include a brief and
                                                                                                          the FTC as soon as possible.                          simple description of the relevant assets
                                                  Section 803.2 Instructions Applicable
                                                                                                          Section 803.10 Running of Time                        or business operation(s) to be acquired.
                                                  to Notification and Report Form
                                                                                                                                                                Deletes requirement for identification of
                                                     Section 803.2(e)(1) currently allows                    Persons required by the Act to submit              expected dates of major events and
                                                  filers to forego the physical production                HSR Filings must comply with specified                deletes paragraph discussing
                                                  of documents responsive to Item 4(b) by                 statutory waiting periods before                      acquisitions ‘‘from a holder other than
                                                  incorporating by reference documents                    consummating the transaction. Section                 the issuer or unincorporated entity’’ to
                                                  previously filed with the Agencies in                   803.10(c)(1)(i) is amended to define the              reduce confusion.
                                                  other transactions. The purpose of the                  ‘‘date of receipt and means of delivery’’
                                                                                                                                                                ‘‘Item 3(b)’’
                                                  rule was to avoid the costly duplication                for purposes of determining when the
                                                                                                                                                                   Clarifies that agreement schedules are
                                                  of responsive documents that were                       waiting period begins for filings
                                                                                                                                                                not required unless they represent some
                                                  already in the possession of the                        submitted on DVD. Delivery is to be
                                                                                                                                                                agreement between the parties (e.g., a
                                                  Agencies. However, given § 803.2(e)(2),                 effected by providing a DVD filing
                                                                                                                                                                non-compete). Specifies that parties
                                                  which allows parties to cite to an                      directly to the designated agency offices,
                                                                                                                                                                filing on a letter of intent may also
                                                  Internet address rather than provide                    by either hand or certified or registered
                                                                                                                                                                submit a draft of the definitive
                                                  hard copies of responsive documents,                    mail, FedEx or UPS, during normal
                                                                                                                                                                agreement, if one exists.
                                                  and the ease of copying documents onto                  business hours.
                                                  a DVD without any expensive hard copy                      References and paragraphs relating                 ‘‘Item 4(b)’’
                                                  duplication, § 803.2 is being amended to                exclusively to ‘‘electronic’’ filing, as                 Reorganized and amended to clarify
                                                  delete § 803.2(e)(1). The existing,                     well as references to www.hsr.gov, have               the types of reports that are acceptable
                                                  current, § 803.2(e)(2) will be                          been deleted to avoid confusion, as the               (e.g., unaudited reports that are relied
                                                  renumbered to § 803.2(e), and the new                   submission of filings electronically is               upon by the board are permitted), and
                                                  § 803.2(e) has been amended for clarity.                not currently available.                              from which entities reports are required.
                                                     To ensure the submission of                                                                                ‘‘Items 4(c) and 4(d)’’
                                                                                                          Appendix to Part 803—Notification and                    Clarifies that document title, date, and
                                                  compatible and readable electronic files,               Report Form and Instructions
                                                  and to avoid problems and delays in                                                                           author information is required for both
                                                  processing HSR Filings, paragraph (f) of                   A number of changes have been made                 4(c) and 4(d) documents. Additionally
                                                  § 803.2 has been amended to require the                 to the Form Instructions, including                   amended to clarify the proper labeling
                                                  use of specific formatting when                         changes unrelated to DVD filing, that are             convention for these documents, as well
                                                  submitting an HSR Filing on DVD, and                    intended to clarify the Instructions and              as the privilege log requirements
                                                  to remove the reference to www.hsr.gov.                 simplify the process of completing an                 outlined in § 803.3(d).
                                                  The filing person is responsible for                    HSR Form. Many of these changes                       ‘‘Item 5(a)’’
                                                  ensuring that the formatting                            involve new formatting or the                            Simplifies the instructions.
                                                  requirements are observed and is subject                substitution or deletion of a word,
                                                                                                                                                                ‘‘Item 6(b)’’
                                                  to a notice of deficient filing if an                   sentence or paragraph. The more
                                                                                                                                                                   Amended to clarify that only
                                                  unacceptable format is submitted. See                   significant changes entail the following
                                                                                                                                                                shareholders with 5% or more, but less
                                                  http://www.ftc.gov/enforcement/                         amendments:
                                                                                                                                                                than 50% must be identified.
                                                  premerger-notification-program for all                  ‘‘Filing’’
                                                                                                             Accounts for the option of filing using            ‘‘Item 6(c)’’
                                                  current DVD Filing format requirements.                                                                          Clarifies the instructions.
                                                                                                          a DVD, including specific formatting
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                                                  Section 803.3 Statement of Reasons                      and submission requirements.                          ‘‘Item 7’’
                                                  for Noncompliance                                       ‘‘Responses’’                                            Amended to clarify that all six-digit
                                                    Section 803.3 identifies the specific                    Clarifies that estimated financial                 NAICS industry code overlaps must be
                                                  information that a filing person must                   information provided in the Form                      reported, regardless of whether there is
                                                  provide when not responding to an Item                  should include an ‘‘est.’’ notation. Also             a ten-digit NAICS overlap.
                                                  on the Form. Paragraph (d) identifies the               specifies that additional pages should be             ‘‘Item 7(b)’’
                                                  specifics of making a claim of privilege.               included within the Form, not with the                   Amended to clarify which entities
                                                  Paragraph (d) is amended to require the                 Documentary Attachments.                              should be listed.


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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                         60259

                                                  ‘‘Item 7(c)’’                                           economic impact on a substantial                      in accordance with the instructions
                                                     Amended to change the order and                      number of small entities. 5 U.S.C. 605.               thereon and these rules. The current
                                                  organization of the NAICS codes for                     The Regulatory Flexibility Act                        version of the Form can be obtained at
                                                  clarity, and renumbered the sub-                        requirements apply, however, only to                  http://www.ftc.gov.
                                                  sections. Amended to clarify that                       rules or amendments that are subject to               *     *     *    *     *
                                                  geographic information should be                        the notice-and-comment requirements
                                                                                                                                                                ■ 3. Amend § 803.2 by revising
                                                  provided by state postal code                           of the APA. See 5 U.S.C. 603, 604.
                                                                                                                                                                paragraphs (e) and (f) to read as follows:
                                                  abbreviations, including identifying the                Because these amendments are exempt
                                                  number of states reported, and that a                   from those APA requirements, as noted                 § 803.2 Instructions applicable to
                                                  response of ‘‘national’’ is acceptable in               earlier, they are also exempt from the                Notification and Report Form.
                                                  certain cases in lieu of listing every                  Regulatory Flexibility Act requirements.              *      *     *    *     *
                                                  state.                                                  In any event, because of the size of the                 (e) For documents required by item
                                                  ‘‘Item 7(c)(iv)’’                                       transactions necessary to invoke an HSR               4(b) of the Notification and Report
                                                     Amended to more clearly state that                   Filing, the premerger notification rules              Form, a person filing the notification
                                                  county and city/town information is                     rarely, if ever, affect small businesses.             may, instead of submitting a document,
                                                  required for the specific NAICS codes                   Indeed, amendments to the Act in 2001                 provide a cite to an operative Internet
                                                  outlined in this section. Reformatted for               were intended to reduce the burden of                 address directly linking to the
                                                  readability.                                            the premerger notification program by                 document, if the linked document is
                                                                                                          exempting all transactions valued at less             complete and payment is not required to
                                                  ‘‘Item 8’’                                              than $50 million (as adjusted annually).
                                                     Amended to clarify that Item 8 is                                                                          access the document. If an Internet
                                                                                                          Further, none of the proposed rule                    address becomes inoperative during the
                                                  related to codes reported in Item 5.                    amendments expands the coverage of                    waiting period, or the document is
                                                  Administrative Procedure Act                            the premerger notification rules in a                 otherwise rendered inaccessible or
                                                                                                          way that would affect small business.                 incomplete, upon notification by the
                                                     The Commission finds good cause to
                                                                                                          Accordingly, to the extent, if any, that              Commission or Assistant Attorney
                                                  adopt these changes without prior                       the Regulatory Flexibility Act applies,
                                                  public comment. Under the                                                                                     General, the parties must make the
                                                                                                          the Commission certifies that these                   document available to the agencies by
                                                  Administrative Procedure Act (‘‘APA’’),                 proposed rules will not have a
                                                  notice and comment are not required                                                                           either referencing an operative Internet
                                                                                                          significant economic impact on a                      address where the complete document
                                                  ‘‘when the agency for good cause finds                  substantial number of small entities.
                                                  (and incorporates the finding and a brief                                                                     may be accessed or by providing paper
                                                                                                          This document serves as notice of this                copies to the agencies as provided in
                                                  statement of reasons therefore in the                   certification to the Small Business
                                                  rules issued) that notice and public                                                                          § 803.10(c)(1) by 5 p.m. on the next
                                                                                                          Administration.                                       regular business day. Failure to make
                                                  procedure thereon are impracticable,
                                                  unnecessary, or contrary to the public                  Paperwork Reduction Act                               the document available, by the Internet
                                                  interest.’’ 5 U.S.C. 553(b)(3)(B).                        These changes do not contain any                    or by providing paper copies, by 5 p.m.
                                                     The Commission is updating the                       record maintenance, reporting or                      on the next regular business day, will
                                                  Rules, Form and Instructions to provide                 disclosure requirements that would                    result in notice of a deficient filing
                                                  the option of submitting HSR Filings on                 constitute agency ‘‘collections of                    pursuant to § 803.10(c)(2).
                                                  DVD, and to clarify the Form                            information’’ that would have to be                      (f) Filings made via DVD must comply
                                                  Instructions. Paper copy submission                     submitted for clearance and approval by               with all format requirements set forth at
                                                  will remain available. These                            the Office of Management and Budget                   the Premerger Notification Office pages
                                                  amendments to the HSR Rules and Form                    under the Paperwork Reduction Act of                  at http://www.ftc.gov. The use of any
                                                  fall within the category of rules covering              1995, 44 U.S.C. 3501–3521.                            format not specified as acceptable, or
                                                  agency procedure and practice that are                                                                        any other failure to comply with the
                                                  exempt from the notice-and-comment                      List of Subjects in 16 CFR Part 803                   applicable format requirements, shall
                                                  requirements of the APA. See 5 U.S.C.                     Antitrust.                                          render the entire filing deficient within
                                                  553(b)(A). Because the amendments are                     For the reasons stated in the                       the meaning of § 803.10(c)(2).
                                                  not substantive in nature, they are also                preamble, the Federal Trade                           ■ 4. Amend § 803.3 by revising
                                                  not subject to the delayed effective date               Commission amends 16 CFR part 803 as                  paragraph (d) to read as follows:
                                                  provisions of the APA. See 5 U.S.C.                     set forth below:
                                                  553(d) (substantive rules may take effect                                                                     § 803.3 Statement of reasons for
                                                                                                          PART 803—TRANSMITTAL RULES                            noncompliance.
                                                  no sooner than 30 days after
                                                  publication).                                                                                                 *      *    *      *     *
                                                     For these reasons, the Commission                    ■ 1. The authority citation for part 803                 (d) Where noncompliance is based on
                                                  finds that there is good cause for                      continues to read as follows:                         a claim of privilege, a statement of the
                                                  adopting this final rule as effective on                    Authority: 15 U.S.C. 18a(d).                      claim of privilege and all facts relied on
                                                  September 1, 2016 without prior public                                                                        in support thereof, including the
                                                                                                          ■ 2. Amend § 803.1 by revising
                                                  comment.                                                                                                      identity of each document, its author,
                                                                                                          paragraph (a) to read as follows:
                                                                                                                                                                the author’s title/position, addressee,
                                                  Regulatory Flexibility Act                              § 803.1    Notification and Report Form.              the addressee’s title/position, date,
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                                                    The Regulatory Flexibility Act, 5                        (a) The notification required by the               subject matter, all recipients of the
                                                  U.S.C. 601–612, requires that the agency                act shall be the Notification and Report              original and of any copies, the
                                                  conduct an initial and final regulatory                 Form set forth in the appendix to this                recipients’ titles/positions, the
                                                  analysis of the anticipated economic                    part, as amended from time to time. All               document’s present location, and who
                                                  impact of the proposed amendments on                    acquiring and acquired persons required               has control of it.
                                                  small businesses, except where the                      to file notification by the act and these             ■ 5. Amend § 803.5 by revising
                                                  agency head certifies that the regulatory               rules shall do so by completing and                   paragraphs (a)(1) introductory text,
                                                  action will not have a significant                      filing the Notification and Report Form,              (a)(3), and (b) to read as follows:


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                                                  60260            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                  § 803.5   Affidavits required.                          the act shall contain an affidavit,                   Operations, Antitrust Division,
                                                     (a)(1) Section 801.30 acquisitions. For              attached to the front of the notification,            Department of Justice, 950 Pennsylvania
                                                  acquisitions to which § 801.30 applies,                 or with the DVD submission, attesting                 Avenue NW., Room #3335, Washington,
                                                  the notification required by the act from               that a contract, agreement in principle               DC 20530) during normal business
                                                  each acquiring person shall contain an                  or letter of intent to merge or acquire               hours. Delivery should be effected
                                                  affidavit, attached to the front of the                 has been executed, and further attesting              directly to the designated offices, either
                                                  notification, or with the DVD                           to the good faith intention of the person             by hand or by certified or registered
                                                  submission, attesting that the issuer                   filing notification to complete the                   mail (including FedEx and UPS). In the
                                                  whose voting securities are to be                       transaction.                                          event one or both of the delivery sites
                                                  acquired has received notice in writing                 ■ 6. Amend § 803.10 by revising                       are unavailable, the FTC and DOJ may
                                                  by certified or registered mail, by wire                paragraph (c)(1)(i), removing paragraphs              designate alternate sites for delivery of
                                                  or by hand delivery, at its principal                   (c)(1)(ii) and (iii), and redesignating               the filing. Notification of the alternate
                                                  executive offices, of:                                  paragraph (c)(1)(iv) as paragraph                     delivery sites will normally be made
                                                                                                          (c)(1)(ii) to read as follows:                        through a press release and, if possible,
                                                  *      *     *    *     *
                                                                                                                                                                on the http://www.ftc.gov Web site.
                                                     (3) The affidavit required by this                   § 803.10    Running of time.
                                                  paragraph must have attached to it a                                                                          *     *     *     *     *
                                                                                                          *      *     *    *     *
                                                  copy of the written notice received by                     (c)(1) * * *                                       ■ 7. Amend the appendix to part 803 by
                                                  the acquired person pursuant to                            (i) For paper copy filings and DVD                 revising the Instructions to the Form to
                                                  paragraph (a)(1) of this section. For DVD               filings, the date of receipt shall be the             read as follows:
                                                  filings, the written notice (in a form                  date on which delivery is effected to the
                                                  specified in the instructions) must be                                                                        Appendix to Part 803—Notification and
                                                                                                          designated offices (Premerger
                                                  included on the DVD.                                                                                          Report Form for Certain Mergers and
                                                                                                          Notification Office, Federal Trade
                                                                                                                                                                Acquisitions
                                                     (b) Non-section 801.30 acquisitions.                 Commission, Room 5301, 400 7th Street
                                                  For acquisitions to which § 801.30 does                 SW., Washington, DC 20024, and                        *        *   *     *     *
                                                  not apply, the notification required by                 Director of Civil Enforcement, Office of              BILLING CODE 6750–01–P
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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                   60261
                                                                                                                                                                                                        DLXXIX


                                                                    ANTITRUST IMPROVEMENTS ACT
                                                                    NOTIFICATION AND REPORT FORM
                                                                   for Certain Mergers and Acquisitions




                                                           The Notification and Report Form ("the Form") is required to be
                                                           submitted pursuant to § 803.1 (a) of the premerger notification
                                                           rules, 16 CFR Parts 801-803 ("the Rules"). These instructions
                                                           specify the information that must be provided in response to the
                                                           items on the Form.
                                                                                                                                       The Form must be a searchable PDF document. All other files
                                                           Information                                                                 must be in searchable PDF or MS Excel spreadsheet format and
                                                           The central office for information and assistance concerning the            saved in color, if applicable.
                                                           Form and the Rules is:
                                                                                                                                       Label each DVD with the name of the person filing (i.e., the
                                                                                                                                       ultimate parent entity ("UPE"), see§ 801.1 (a)(3)), the name of a
                                                                       Premerger Notification Office                                   contact person and that person's phone number. Leave space on
                                                                       Federjill Trade Commission, Room 5301                           the DVD for the Agencies to write the assigned transaction
                                                                       400 t Street, S.W.                                              number and date of receipt.
                                                                       Washington, D.C. 20024
                                                                       Phone: (202) 326-3100

                                                           Copies of the Form, Instructions and Rules as well as information
                                                           to assist in completing the Form are available at the PNO
                                                           website.                                              ---

                                                           Definitions
                                                           The definitions used in this Form are set forth in the Rules. See
                                                           Statute. Rules and Formal Interpretations for copies of the Hart-
                                                           Scott-Rodino Act ("the Act"), the Rules, and the Federal Register
                                                           Notices issuing the Rules and Rule amendments ("Statements of
                                                           Basis and Purpose").

                                                           Filing
                                                           Parties should file the completed Form, together with all
                                                           documentary attachments, with the Premerger Notification Office
                                                           ("PNO") of the Federal Trade Commission ("FTC") and the
                                                           Premerger Unit of the Antitrust Division of the Department of               If the DVD or files contain viruses, passwords, or are not
                                                           Justice ("DOJ") (together, "the Agencies"). Filers have the option          readable, the filing will not be accepted and the waiting period will
                                                           of submitting a DVD filing or a paper filing. Filings should be             not start.
                                                           submitted to:
                                                                                                                                       For further instructions on DVD filing and specific DVD
                                                                                                                                       requirements, go to HSR Resources on the PNO website.
                                                                      Premerger Notification Office
                                                                      Federjill Trade Commission, Room 5301
                                                                                                                                       Affidavits
                                                                      400 t Street, S.W.
                                                                                                                                       Affidavit(s) are required by § 803.5 and must attest to the good
                                                                      Washington, D.C. 20024
                                                                                                                                       faith of the persons filing to complete the transaction. Affidavits
                                                                                                                                       must be notarized or use the language found in 28 U.S.C. § 1746
                                                                                             and                                       relating to unsworn declarations under penalty of perjury. If an
                                                                                                                                       entity is filing on behalf of the acquiring or acquired person, the
                                                                      Office of Operations, Premerger Unit                             affidavit must still attest to the good faith of the UPE.
                                                                      Antitrust Division, Department of Justice
                                                                      950 Pennsylvania Avenue, N.W., Room #3335                            In non-§ 801.30 transactions, the affidavit(s) (submitted by
                                                                      Washington, D.C. 20530                                               both persons filing) must attest that a contract, agreement in
                                                                                                                                           principle or letter of intent to merge or acquire has been
                                                                      (For FED EX airbills to the Department of                            executed, and further attest to the good faith intention of the
                                                                      Justice, do not use the 20530 zip code; use                          person filing notification to complete the transaction. (See
                                                                      zip code 20004.)                                                     § 803.5(b)).

                                                                                                                                           In § 801.30 transactions, the affidavit (submitted 2!!]y by the
                                                           If one or both delivery sites are unavailable, the Agencies may                 acquiring person) must attest:
                                                           announce alternate sites for delivery through the media and, if
                                                           possible, at the PNO website.                                                    1)     that the issuer whose voting securities or the
                                                                                                                                                   unincorporated entity whose non-corporate interests are
                                                           The term "documentary attachments" refers 2!!]y to materials                            to be acquired has received notice, as described below,
                                                           submitted in response to Item 3(b), Item 4 and to submissions                           from the acquiring person;
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                                                           pursuant to§ 803.1 (b) of the Rules.
                                                                                                                                            2)     in the case of a tender offer, that the intention to make


                                                             Instructions to FTC Form C4 (rev. 08/08/16)                          DLXXIX
                                                                                                                                                                                                                       ER01SE16.116</GPH>




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                                                  60262            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                                                                                                                                                                      DLXXX
                                                                     the tender offer has been publicly announced; and                  securities or non-corporate interests currently being acquired

                                                               3)    the good faith intention of the person filing notification to      when their acquisition is exempt under the Act or Rules. (See
                                                                     complete the transaction.                                          § 803.2(c)).

                                                              Acquiring persons in 801.30 transactions are required to                  Year
                                                              submit a copy of the notice received by the acquired person               All references to "year'' refer to calendar year. If data are not
                                                              pursuant to § 803.5(a)(3) along with the filing. This notice              available on a calendar year basis, supply the requested data for
                                                              must include:                                                             the fiscal year reporting period that most nearly corresponds to
                                                                                                                                        the calendar year specified. References to "most recent year''
                                                               1)    the identity of the acquiring person and the fact that the         mean the most recent calendar or fiscal year for which the
                                                                     acquiring person intends to acquire voting securities of           requested information is available.
                                                                     the issuer or non-corporate interests of the
                                                                     unincorporated entity;                                             North American Industry Classification System (NAICS) Data
                                                                                                                                        The Form requests "dollar revenues" categorized by NAICS
                                                               2)    the specific notification threshold that the acquiring             codes for non-manufactured and manufactured products with
                                                                     person intends to meet or exceed in an acquisition of              respect to operations conducted within the United States, and for
                                                                     voting securities;                                                 products manufactured outside of the United States and sold into
                                                                                                                                        the United States. (See§ 803.2(d)). Filing persons must submit
                                                               3)    the fact that the acquisition may be subject to the Act,           data at the 6-digit NAICS national industry code level to reflect
                                                                     and that the acquiring person will file notification under         non-manufacturing dollar revenues. To the extent that dollar
                                                                     the Act;                                                           revenues are derived from manufacturing operations (NAICS
                                                                                                                                        Sectors 31-33), filing persons must only submit data at the 10-
                                                               4)    the anticipated date of receipt of such notification by the        digit NAICS product code levels, not the 6-digit level. (See Item 5
                                                                     Agencies; and                                                      below).

                                                               5)    the fact that the person within which the issuer or                In reporting information by 6-digit NAICS industry code, refer to
                                                                     unincorporated entity is included may be required to file          the most recent North American Industry Classification System -
                                                                     notification under the Act. (See § 803.5(a)).                      United States published by the Executive Office of the President,
                                                                                                                                        Office of Management and Budget. In reporting information by
                                                          Responses                                                                     10-digit NAICS product code, refer to the most recent Numerical
                                                          Enter the name of the person filing notification in Item 1(a) on              List of Manufactured and Mineral Products published by the
                                                          page 1 of the Form, and enter the same name and the date on                   Bureau of the Census. Information regarding NAICS is available
                                                          which the Form is completed at the top of each page of the Form.              at www.census.gov. This site also provides assistance in
                                                                                                                                        choosing the proper code(s) for reporting in Item 5 of the Form.
                                                          If there is insufficient room on the Form for a response to a
                                                          particular item, attach "additional pages" behind that item on the            Thresholds
                                                          Form. Filers must submit a complete set of additional pages                   Filing fee and notification thresholds are adjusted annually
                                                          within each copy of the Form.                                                 pursuant to 15 U .S.C. § 18A(a)(2)(A) based on the change in
                                                                                                                                        gross national product, in accordance with 15 U.S.C. § 19(a)(5).
                                                           Each additional page should identify, at the top of the page, the            The current threshold values can be found at Current Filing
                                                           name of the person filing notification, the date on which the Form           Thresholds.
                                                           is completed and the item to which it is addressed.

                                                           Voluntary submissions pursuant to§ 803.1 (b) should be identified                          END OF GENERAL SECTION
                                                           as V-1, V-2, etc.

                                                           If unable to answer any item fully, provide such information as is
                                                           available and a statement of reasons for non-compliance as
                                                           required by § 803.3. If exact answers to any item cannot be
                                                           given, enter best estimates and indicate the source or basis of
                                                           such estimates. Add an endnote with the notation "est." to any
                                                           item where data are estimated.

                                                          All financial information should be expressed in millions of dollars
                                                          rounded to the nearest one-tenth of a million dollars.

                                                           Limited Response
                                                           The acquired person should limit its response:

                                                               1)    in the case of an acquisition of assets, to the assets
                                                                     being acquired;

                                                               2)    in the case of an acquisition of voting securities, to the
                                                                     issuer(s) whose voting securities are being acquired and
                                                                     all entities controlled by such acquired entities; and

                                                               3)    in the case of an acquisition of non-corporate interests,
                                                                     to the unincorporated entity(s) whose non-corporate
                                                                     interests are being acquired and all entities controlled by
                                                                     such acquired entities.

                                                           Separate responses may be required where a person is both
                                                           acquiring and acquired. (See§ 803.2(b)).
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                                                           Information need not be supplied regarding assets, voting


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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                60263
                                                                                                                                                                                                       DLXXXI
                                                                                                                                        Early Termination
                                                                                                                                        Put an X in the "yes" box to request early termination of the
                                                                                                                                        waiting period. Notification of each grant of early termination will
                                                           Fee Information                                                               be published in the Federal Register, as required by 15 U.S.C.
                                                           The fee for filing the Form is based on the aggregate total value            § 18A(b)(2), and on the PNO website. Note that if either party in
                                                           of assets, voting securities and controlling non-corporate interests         .!illY transaction requests early termination, it may be granted and
                                                           to be held as a result of the acquisition:                                    published.

                                                                                                                                        Transactions Subject to International Antitrust Notification
                                                                                                                                        If, to the knowledge or belief of the filing person at the time of
                                                                                                                                        filing, a non-U.S. antitrust or competition authority has been or will
                                                                                                                                        be notified of the proposed transaction, list the name of each such
                                                                greater than $50 million (as                                            authority. Response to this item is voluntary.
                                                            adjusted) but less than $100 million                $45,000
                                                                       (as adjusted)

                                                            $100 million (as adjusted) or greater
                                                                 but less than $500 million                 $125,000
                                                                        (as adjusted)


                                                                    $500 million or greater
                                                                                                            $280,000
                                                                        (as adjusted)


                                                           For current thresholds and fee information, see the PNO website.

                                                           Amount Paid
                                                           Indicate the amount of the filing fee paid. This amount should be
                                                           net of any banking or financial institution charges.

                                                           Payer Identification
                                                           Provide the payer's name and 9-digit Taxpayer Identification
                                                           Number (TIN). If the payer is a natural person with no TIN,
                                                           provide the natural person's social security number.

                                                           Method of Payment
                                                           Check the box indicating the method of payment. If paying by
                                                           electronic wire transfer (EWT), provide the EWT confirmation
                                                           number and the name of the financial institution from which the
                                                           EWT is being sent. If the EWT confirmation number is not
                                                           available at the time of filing, provide this information to the PNO
                                                           within two business days of filing.

                                                           In order for the FTC to track payment, the payer must provide
                                                           information required by the Fedwire Instructions to the financial
                                                           institution initiating the EWT. A template of the Fedwire
                                                           Instructions is available at the PNO website on the Filing Fee
                                                           Information page.

                                                           If paying by certified check, include the check in the filing,
                                                           attached to the cover letter.

                                                           Corrective Filings
                                                           Put an X in the appropriate box to indicate whether the notification
                                                           is a corrective filing (i.e., an acquisition that has already taken
                                                           place without filing, in violation of the statute). See Procedures
                                                           for Submitting Post-Consummation Filings for more information
                                                           on how to proceed in the case of a corrective filing.

                                                           Cash Tender Offer
                                                           Put an X in the appropriate box to indicate whether the acquisition
                                                           is a cash tender offer.

                                                           Bankruptcy
                                                           Put an X in the appropriate box to indicate whether the acquired
                                                           person's filing is being made by a trustee in bankruptcy or by a
                                                           debtor-in-possession for a transaction that is subject to Section
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                                                           363(b) of the Bankruptcy Code (11 U.S.C. § 363).


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                                                  60264            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                                                                                                                                                                      DLXXXII




                                                          Item 1(a)                                                                    Item 2(a)
                                                          Provide the name, headquarters address and website (if one                   Provide the names of all UPEs of acquiring and acquired persons
                                                          exists) of the person filing notification. The name of the person            that are parties to the transaction, whether or not they are
                                                          filing is the name of the UPE. (See§ 801.1 (a)(3)).                          required to file notification. If a person is not required to file,
                                                                                                                                       check the non-reportable box.
                                                          Item 1(b)
                                                          Indicate whether the person filing notification is an acquiring              Item 2(b)
                                                          person, an acquired person, or both an acquiring and acquired                Put an X in all the boxes that apply to the transaction.
                                                          person. (See§ 801.2).
                                                                                                                                       Item 2(c)
                                                          Item 1(c)                                                                    This item should only be completed by the acquiring person
                                                          Put an X in the appropriate box to indicate whether the person in            where voting securities are being acquired. If more than
                                                          Item 1(a) is a corporation, unincorporated entity, natural person,           voting securities are being acquired, respond to this item only
                                                          or other (specify). (See§ 801.1).                                            regarding voting securities. Put an X in the box to indicate the
                                                                                                                                       highest applicable threshold for which notification is being filed:
                                                          Item 1(d)                                                                    $50 million (as adjusted), $100 million (as adjusted), $500 million
                                                          Put an X in the appropriate box to indicate whether data furnished           (as adjusted), 25% (if the value of voting securities to be held is
                                                          in Item 5 is by calendar year or fiscal year. If fiscal year, specify        greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (h)).
                                                          the time period.
                                                                                                                                       Note that the 50% notification threshold is the highest threshold
                                                          Item 1(e)                                                                    and should be used for any acquisition of 50% or more of the
                                                          Put an X in the appropriate box to indicate if the Form is being             voting securities of an issuer, regardless of the value of the voting
                                                          filed on behalf of the UPE by another entity within the same                 securities. For instance, an acquisition of 100% of the voting
                                                          person authorized by it to file notification on its behalf pursuant to       securities of an issuer, valued in excess of $500 million (as
                                                          § 803.2(a), or if the Form is being filed pursuant to§ 803.4 on              adjusted) would cross the 50% notification threshold, not the $500
                                                          behalf of a foreign person. Then provide the name and mailing                million (as adjusted) threshold.
                                                          address of the entity filing notification on behalf of the filing
                                                          person named in Item 1(a) of the Form.                                       Item 2(d)
                                                                                                                                       Provide the requested information on assets, voting securities
                                                          Item 1(f)                                                                    and non-corporate interests. If a combination of assets, voting
                                                          For the acquiring person, if an entity other than the UPE listed in          securities and/or non-corporate interests is being acquired and
                                                          Item 1(a) is making the acquisition, provide the name and mailing            allocation is not possible, note such information in an endnote.
                                                          address of that entity and the percentage of its voting securities or
                                                          non-corporate interests held directly or indirectly by the person            For determining percentage of voting securities, evaluate total
                                                          named in Item 1(a) above.                                                    voting power per§ 801.12.

                                                          For the acquired person, if the assets, voting securities or non-            For determining percentage of non-corporate interests, evaluate
                                                          corporate interests of an entity other than the UPE listed in Item           the economic interests per§ 801.1 (b)(1 )(ii).
                                                          1(a) are being acquired, provide the name and mailing address of
                                                          that entity and the percentage of its voting securities or non-              Item 2(d)(i)
                                                          corporate interests held directly or indirectly by the person named          State the value of voting securities already held. (See§ 801.1 0).
                                                          in Item 1(a) above.
                                                                                                                                       Item 2(d)(ii)
                                                          Item 1(g)                                                                    State the percentage of voting securities already held. (See
                                                          Provide the name and title, firm name, address, telephone                    § 801.12).
                                                          number, fax number and e-mail address of the primary and
                                                          secondary individuals to contact regarding the Form. A second                Item 2(d)(iii)
                                                          contact person is required. (See§ 803.20(b)(2)(ii)).                         State the total value of voting securities to be held as a result of
                                                                                                                                       the acquisition. (See§ 801.10).
                                                          Item 1(h)
                                                          Foreign filing persons must provide the name, firm name,                     Item 2(d)(iv)
                                                          address, telephone number, fax number and e-mail address of an               State the total percentage of voting securities to be held as a
                                                          individual located in the United States designated for the limited           result of the acquisition. (See § 801.12).
                                                          purpose of receiving notice of the issuance of a request for
                                                          additional information or documentary material. (See                         Item 2(d)(v)
                                                          § 803.20(b)(2)(iii)).                                                        State the value of non-corporate interests already held. (See
                                                                                                                                       § 801.10).

                                                                                                                                       Item 2(d)(vi)
                                                                                  END OF ITEM 1
                                                                                                                                       State the percentage of non-corporate interests already held.
                                                                                                                                       (See§ 801.1 (b)(1)(ii)).

                                                                                                                                       Item 2(d)(vii)
                                                                                                                                       State the total value of non-corporate interests to be held as a
                                                                                                                                       result of the acquisition. (See§ 801.1 0).
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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                  60265
                                                                                                                                                                                                      DLXXXIII




                                                          Item 2(d)(viii)                                                              Item 3(a)
                                                          State the total percentage of non-corporate interests to be held as          At the top of Item 3(a), list the name and mailing address of each
                                                          a result of the acquisition. (See§§ 801.10 and 801.1 (b)(1 )(ii)).           acquiring and acquired person, and acquiring and acquired entity,
                                                                                                                                       whether or not required to file notification.
                                                          Item 2(d)(ix)
                                                          State the value of assets to be held as a result of the acquisition.         In the Transaction Description section, briefly describe the
                                                          (See § 801.1 0).                                                             transaction, indicating whether assets, voting securities or non-
                                                                                                                                       corporate interests (or some combination) are to be acquired.
                                                          Item 2(d)(x)                                                                 Describe the business operation(s) being acquired. If assets,
                                                          State the aggregate total value of assets, voting securities and             describe the assets and whether they comprise a business
                                                          non-corporate interests of the acquired person to be held as a               operation. Also, indicate what consideration will be received by
                                                          result of the acquisition. (See §§ 801.10, 801.12, 801.13 and                each party and the scheduled consummation date of the
                                                          801.14).                                                                     transaction.

                                                                                                                                       If there are additional filings, such as shareholder backside filings,
                                                                                                                                       associated with the transaction, identify those. Also, identify any
                                                                                  END OF ITEM 2                                        special circumstances that apply to the filing, such as whether
                                                                                                                                       part of the transaction is exempt under one of the exemptions
                                                                                                                                       found in Part 802.

                                                                                                                                       Item 3(b)
                                                                                                                                       Furnish copies of all documents that constitute the agreement(s)
                                                                                                                                       among the acquiring person(s) and the person(s) whose assets,
                                                                                                                                       voting securities or non-corporate interests are to be acquired.
                                                                                                                                       Also furnish agreements not to compete and other agreements
                                                                                                                                       between the parties. Do not submit schedules and the like unless
                                                                                                                                       they contain agreements not to compete, other agreements
                                                                                                                                       between the parties, or other important terms of the transaction.
                                                                                                                                       For purposes of Item 3(b), responsive documents must be
                                                                                                                                       submitted; identifying an internet address or providing a link is not
                                                                                                                                       sufficient.

                                                                                                                                       Documents that constitute the agreement(s) (e.g., a Letter of
                                                                                                                                       Intent, Merger Agreement, Purchase and Sale Agreement) must
                                                                                                                                       be executed, while agreements not to compete may be provided
                                                                                                                                       in draft form if that is the most recent version.

                                                                                                                                       If parties are filing on an executed Letter of Intent, they may also
                                                                                                                                       submit a draft of the definitive agreement, if one exists.

                                                                                                                                       Note that transactions subject to § 801.30 and bankruptcies under
                                                                                                                                       11 U.S. C. § 363 do not require an executed agreement or letter of
                                                                                                                                       intent. For bankruptcies, provide the order from the bankruptcy
                                                                                                                                       court.



                                                                                                                                                              END OF ITEM 3
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                                                  60266            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                                                                                                                                                                        DlXXXIV
                                                                                                                                        Privilege
                                                                                                                                        Note that if the filing person withholds or redacts portions of any
                                                           Item 4(a)                                                                    document responsive to Items 4(c) and 4(d) based on a claim of
                                                           Provide the names of all entities within the person filing                   privilege, the person must provide a statement of reasons for non-
                                                           notification, including the UPE, that file annual reports (Form 10-K         compliance (a "privilege log") detailing the claim of privilege for
                                                           or Form 20-F) with the United States Securities and Exchange                 each withheld or redacted document. (See§ 803.3(d)).
                                                           Commission, and provide the Central Index Key (CIK) number for
                                                           each entity.                                                                 For each document, include the:

                                                           Item 4(b)                                                                         1)     title of the document;
                                                           Provide the most recent annual reports and/or annual audit
                                                           reports (or, if audited is unavailable, unaudited) of the person                 2)      its author;
                                                           filing notification.
                                                                                                                                            3)      author's title/position;
                                                           The acquiring person should also provide the most recent reports
                                                           of the acquiring entity(s) and any controlled entity whose dollar                4)      addressee;
                                                           revenues contribute to an overlap reported in Item 7.
                                                                                                                                            5)      addressee's title/position;
                                                           The acquired person should also provide the most recent reports
                                                           of the acquired entity(s).                                                       6)      date;

                                                           Natural persons need only provide the most recent reports for the                7)      subject matter;
                                                           highest level entity(s) they control. Do not provide personal
                                                           balance sheets or tax returns.                                                   8)      all recipients of the original and any copies;

                                                           If the most recent reports do not show sales or assets sufficient to             9)      recipients' titles/positions;
                                                           meet the size of person test, and the size of person test is
                                                           relevant given the size of the transaction, the filing person must                10) document's present location; and
                                                           stipulate in Item 4(b) that it meets the test.
                                                                                                                                             11) who has control over it.
                                                           Note that the person filing notification may incorporate a
                                                           document by reference to an internet address directly linking to             Additionally, the filing person must state the factual basis
                                                           the document. (See § 803.2(e)).                                              supporting the privilege claim in sufficient detail to enable staff to
                                                                                                                                        assess the validity of the claim for each document without
                                                           Items 4(c) and 4(d)                                                          disclosing the protected information.
                                                           For each document responsive to Items 4(c) and 4(d), provide
                                                           the:                                                                         If a privileged document was circulated to a group, such as the
                                                                                                                                        Board or an investment committee, the name of the group is
                                                               1)    document's title;                                                  sufficient, but the filing person should be prepared to disclose the
                                                                                                                                        names and titles/positions of the individual group members, if
                                                               2)    date of preparation; and                                           requested. If the claim of privilege is based on advice from
                                                                                                                                        outside counsel, the name of the outside counsel providing the
                                                               3)    name and title of each individual who prepared the                 advice and the related law firm must be provided. If several
                                                                     document.                                                          lawyers participated in providing advice, identifying lead counsel
                                                                                                                                        is sufficient. In identifying who controls a document, the name of
                                                           If a specific date is not available, indicate the month and year the         the law firm is sufficient.
                                                           document was prepared.
                                                                                                                                        When creating a privilege log, use a separate numbering system
                                                           If a large group of people prepared the document, list all the               for withheld documents, such as P-1, P-2, etc. Redacted
                                                           authors and their titles, identifying the principal authors.                 documents should also be listed on a separate log that complies
                                                                                                                                        with § 803.3(d).
                                                           Alternatively, it is acceptable to indicate that the document was
                                                           prepared under the supervision of the lead author and to provide             Item 4(c)
                                                           the name and title of that author. If a third party prepared the             Provide all studies, surveys, analyses and reports which were
                                                           document, the date of preparation and the name of the third party            prepared by or for any officer(s) or director(s) (or, in the case of
                                                           will suffice.                                                                unincorporated entities, individuals exercising similar functions)
                                                                                                                                        for the purpose of evaluating or analyzing the acquisition with
                                                           Numbering                                                                    respect to market shares, competition, competitors, markets,
                                                           Number each document provided in response to Items 4(c) and                  potential for sales growth or expansion into product or geographic
                                                           4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3,                          markets.
                                                           etc. Likewise, number 4(d) documents 4(d)-1, 4(d)-2, 4(d)-3, etc.,
                                                           regardless of the three sub-categories within Item 4(d). If a                Item 4(d)
                                                           document is responsive to both 4(c) and 4(d), there is no need to            Item 4(d)(i)
                                                           cross-reference.                                                             Provide all Confidential Information Memoranda prepared by or
                                                                                                                                        for any officer(s) or director(s) (or, in the case of unincorporated
                                                           When submitting a document responsive to both 4(c) and 4(d), list            entities, individuals exercising similar functions) of the UPE of the
                                                           it only once, under 4(c) Q[ 4(d).                                            acquiring or acquired person or of the acquiring or acquired
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                                                                                                                                        entity(s) that specifically relate to the sale of the acquired entity(s)


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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                     60267
                                                                                                                                                                                                       DLXXXV
                                                          or assets. If no such Confidential Information Memorandum                                             ITEMS 5 THROUGH 7
                                                          exists, submit any document(s) given to any officer(s) or
                                                          director(s) of the buyer meant to serve the function of a                    Limited response for acquired person. For Items 5 through 7,
                                                          Confidential Information Memorandum. This does not include                   the acquired person should limit its response in the case of an
                                                          ordinary course documents and/or financial data shared in the                acquisition of:
                                                          course of due diligence, except to the extent that such materials
                                                          served the purpose of a Confidential lnfonnation Memorandum                       1)     assets, to the assets to be acquired;
                                                          when no such Confidential Information Memorandum exists.
                                                          Documents responsive to this item are limited to those produced                  2)      voting securities, to the issuer(s) whose voting securities
                                                          up to one year before the date of filing.                                                are being acquired and all entities controlled by such
                                                                                                                                                   issuer; and/or
                                                          Item 4(d)(ii)
                                                          Provide all studies, surveys, analyses and reports prepared by                   3)      non-corporate interests, to the unincorporated entity(s)
                                                          investment bankers, consultants or other third party advisors                            being acquired and all entities controlled by such
                                                          ("third party advisors") for any officer(s) or director(s) (or, in the                   unincorporated entity(s).
                                                          case of unincorporated entities, individuals exercising similar
                                                          functions) of the UPE of the acquiring or acquired person or of the          A person filing as both acquiring and acquired persons may be
                                                          acquiring or acquired entity(s) for the purpose of evaluating or             required to provide a separate response to Items 5 through 7 in
                                                          analyzing market shares, competition, competitors, markets,                  each capacity so that it can properly limit its response as an
                                                          potential for sales growth or expansion into product or geographic           acquired person. (See§§ 803.2(b) and (c)).
                                                          markets that specifically relate to the sale of the acquired entity(s)
                                                          or assets. This item requires only materials developed by third
                                                          party advisors during an engagement or for the purpose of
                                                          seeking an engagement. Documents responsive to this item are
                                                          limited to those produced up to one year before the date of filing.          This item requests information by NAICS code regarding dollar
                                                                                                                                       revenues. (See NAICS Data section on page II). All persons
                                                          Item 4(d)(iii)                                                               must submit data on non-manufacturing dollar revenues at the 6-
                                                          Provide all studies, surveys, analyses and reports evaluating or             digit NAICS industry code level. To the extent that dollar
                                                          analyzing synergies and/or efficiencies prepared by or for any               revenues are derived from manufacturing operations (NAICS
                                                          officer(s) or director(s) (or, in the case of unincorporated entities,       Sectors 31-33), only submit data at the 10-digit product code level
                                                          individuals exercising similar functions) for the purpose of                 (NAICS-based codes).
                                                          evaluating or analyzing the acquisition. Financial models without
                                                          stated assumptions need not be provided in response to this item.            List all NAICS codes in ascending order.

                                                                                                                                       Persons filing notification should include the total dollar revenues
                                                                                  END OF ITEM 4                                        for all entities included within the person filing notification at the
                                                                                                                                       time the Form is prepared. If no dollar revenues are reported,
                                                                                                                                       check the "None" box and provide a brief explanation.

                                                                                                                                       Item 5(a)
                                                                   IHh                                                                 Provide 6-digit NAICS industry data concerning the aggregate
                                                                                                                                       U.S. operations of the person filing notification for the most recent
                                                                                                                                       year in all non-manufacturing NAICS Sectors in which the person
                                                                                                                                       engaged. If the dollar revenues for a non-manufacturing NAICS
                                                                                                                                       code totaled less than one million dollars in the most recent year,
                                                                                                                                       that code may be omitted from Item 5(a).

                                                                                                                                       Provide 10-digit NAICS product code data for each product code
                                                                                                                                       within all manufacturing NAICS Sectors (31-33) in which the
                                                                                                                                       person engaged in the U.S., including dollar revenues for each
                                                                                                                                       product manufactured outside the U.S. but sold into the U.S.
                                                                                                                                       Sales of any manufactured product should be reported in a
                                                                                                                                       manufacturing code only, even if sold through a separate
                                                                                                                                       warehouse or retail establishment.

                                                                                                                                       If such data have not been compiled for the most recent year,
                                                                                                                                       estimates of dollar revenues by 6-digit NAICS industry codes and
                                                                                                                                       10-digit NAICS product codes may be provided.

                                                                                                                                       Check the Overlap box for a NAICS code if both parties to the
                                                                                                                                       transaction generate dollar revenues in that NAICS code. If there
                                                                                                                                       is .Q!l.]y a 6-digit overlap in a manufacturing code in Item 7, do not
                                                                                                                                       check the Overlap box for a related 10-digit code in Item 5.
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                                                  60268            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                                                                                                                                                                       DLXXXVI
                                                          Item 5(b)
                                                          Complete only if the acquisition is the formation of a joint
                                                          venture corporation or unincorporated entity. (See §§ 801.40                 An acquired person does not complete Item 6 if the
                                                          and 801.50). If the acquisition is not the formation of a joint              transaction involves only the acquisition of assets. If the
                                                          venture, check the "Not Applicable" box.                                     transaction involves a mix of assets along with voting securities
                                                                                                                                       and/or non-corporate interests, the acquired person must
                                                          Item 5(b)(i)                                                                 complete Item 6 as related to the voting securities and non-
                                                          List the contributions that each person fanning the joint venture            corporate interests.
                                                          corporation or unincorporated entity has agreed to make,
                                                          specifying when each contribution is to be made and the value of             Item 6(a)
                                                          the contribution as agreed by the contributors.                              Subsidiaries of filing person. List the name, city and
                                                                                                                                       state/country of all U.S. entities, and all foreign entities that have
                                                          Item 5(b)(ii)                                                                sales in or into the U.S., that are included within the person filing
                                                          Describe fully the consideration that each person fanning the joint          notification. Entities with total assets of less than $10 million may
                                                          venture corporation or unincorporated entity will receive in                 be omitted. Alternatively, the filing person may report all entities
                                                          exchange for its contribution(s).                                            within it.

                                                          Item 5(b)(iii)                                                               Item 6(b)
                                                          Describe generally the business in which the joint venture                   Minority shareholders. For the acquired entity(s) and for the
                                                          corporation or unincorporated entity will engage, including its              acquiring entity(s) and its UPE or, in the case of natural persons,
                                                          principal types of products or activities, and the geographic areas          the top-level corporate or unincorporated entity(s) within that
                                                          in which it will do business.                                                UPE, list the name and headquarters mailing address of each
                                                                                                                                       shareholder that holds 5% or more but less than 50% of the
                                                          Item 5(b)(iv)                                                                outstanding voting securities or non-corporate interests of the
                                                          Identify each 6-digit NAICS industry code in which the joint                 entity, and the percentage of voting securities or non-corporate
                                                          venture corporation or unincorporated entity will derive dollar              interests held by that person. (See§ 801.1 (c))
                                                          revenues. If the joint venture corporation or unincorporated entity
                                                          will be engaged in manufacturing, also specify each 10-digit                 For limited partnerships, only the general partner(s), regardless of
                                                          NAICS product code in which it will derive dollar revenues.                  percentage held, should be listed.

                                                                                                                                       Item 6(c)
                                                                                  END OF ITEM 5                                        Minority holdings. Item 6(c) requires the disclosure of holdings
                                                                                                                                       of 5% or more but less than 50%, of any entity(s) that derives
                                                                                                                                       dollar revenues in any 6-digit NAICS code reported by the other
                                                                                                                                       person filing notification. Holdings in those entities that have total
                                                                                                                                       assets of less than $10 million may be omitted.

                                                                                                                                       The acquiring person may rely on its regularly prepared financials
                                                                                                                                       that list its investments, and those of its associates that list their
                                                                                                                                       investments, to respond to Items 6(c)(i) and (ii), provided the
                                                                                                                                       financials are no more than three months old.

                                                                                                                                       If NAICS codes are unavailable, holdings in entities that have
                                                                                                                                       operations in the same industry, based on the knowledge or belief
                                                                                                                                       of the acquiring person, should be listed. In responding to Items
                                                                                                                                       6(c)(i) and 6(c)(ii), it is permissible for the acquiring person to list
                                                                                                                                       all entities in which it or its associate(s) holds 5% or more but less
                                                                                                                                       than 50% of the voting securities of any issuer or non-corporate
                                                                                                                                       interests of any unincorporated entity. Holdings in those entities
                                                                                                                                       that have total assets of less than $10 million may be omitted.

                                                                                                                                       Item 6(c)(i)
                                                                                                                                       Minority holdings of filing person. If the person filing
                                                                                                                                       notification holds 5% or more but less than 50% of the voting
                                                                                                                                       securities of any issuer or non-corporate interests of any
                                                                                                                                       unincorporated entity, list the issuer and percentage of voting
                                                                                                                                       securities held, or in the case of an unincorporated entity, list the
                                                                                                                                       unincorporated entity and the percentage of non-corporate
                                                                                                                                       interests held.

                                                                                                                                       The acquiring person should limit its response, based on its
                                                                                                                                       knowledge or belief, to entities that derived dollar revenues in the
                                                                                                                                       most recent year from operations in industries within any 6-digit
                                                                                                                                       NAICS industry code in which the acquired entity(s) or assets
                                                                                                                                       also derived dollar revenues in the most recent year.

                                                                                                                                       The acquired person should limit its response, based on its
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                                                                                                                                       knowledge or belief, to entities that derive dollar revenues in the


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                                                                    Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                    60269
                                                                                                                                                                                                      DLXXXVII
                                                          same 6-digit NAICS industry code as the acquiring person.

                                                          Item 6(c)(ii)                                                                 If, to the knowledge or belief of the person filing notification, the
                                                          Minority holdings of associates.                                              acquiring person, or any associate (see§ 801.1 (d)(2)) of the
                                                          This item should only be completed by the acquiring person.                   acquiring person, derived any amount of dollar revenues (even if
                                                          Based on the knowledge or belief of the acquiring person, for                 omitted from Item 5) in the most recent year from operations:
                                                          each associate (see § 801.1 (d)(2)) of the acquiring person
                                                          holding:                                                                          1)      in industries within any 6-digit NAICS industry code in
                                                                                                                                                    which any acquired entity that is a party to the
                                                               1)    5% or more but less than 50% of the voting securities or                       acquisition also derived any amount of dollar revenues in
                                                                     non-corporate interests of the acquired entity(s); and/or                      the most recent year; Q[

                                                               2)    5% or more but less than 50% of the voting securities of               2)      in which a joint venture corporation or unincorporated
                                                                     any issuer or non-corporate interests of any                                   entity will derive dollar revenues;
                                                                     unincorporated entity that derived dollar revenues in the
                                                                     most recent year from operations in industries within any          then for each such 6-digit NAICS industry code follow the
                                                                     6-digit NAICS industry code in which the acquired                  instructions below for this section.
                                                                     entity(s) or assets also derived dollar revenues in the
                                                                     most recent year;                                                  Note that if the acquired entity is a joint venture, the only overlaps
                                                                                                                                        that should be reported are those between the assets to be held
                                                               list the associate, the issuer or unincorporated entity and the          by the joint venture and any assets of the acquiring person or its
                                                               percentage held.                                                         associates not contributed to the joint venture.

                                                                                                                                        Item 7(a)
                                                                                   END OF ITEM 6                                        Industry Code Overlap Information
                                                                                                                                        Provide the 6-digit NAICS industry code and description for the
                                                                                                                                        industry, and indicate whether the overlap is from the person, an
                                                                                                                                        associate or both.

                                                                                                                                        Item 7(b)
                                                                                                                                        Item 7(b)(i)
                                                                                                                                        If the UPE of the other person(s) filing notification derived dollar
                                                                                                                                        revenues in the same 6-digit industry code(s) listed in Item 7(a),
                                                                                                                                        list the name of that UPE and the name of the entity(s) within that
                                                                                                                                        UPE that actually derived those dollar revenues, if different from
                                                                                                                                        the entity(s) listed in Item 3(a).

                                                                                                                                        Item 7(b)(ii)
                                                                                                                                        This item should only be completed by the acquiring person.
                                                                                                                                        List the name of each associate of the acquiring person that also
                                                                                                                                        derived dollar revenues through a controlled operating
                                                                                                                                        company(s) in the 6-digit industry and, if different, the name of the
                                                                                                                                        entity(s) that actually derived those dollar revenues.

                                                                                                                                        Item 7(c)
                                                                                                                                        Geographic Market Information
                                                                                                                                        Use the 2-digit postal codes for states and territories and provide
                                                                                                                                        the total number of states and territories at the end of the
                                                                                                                                        response.

                                                                                                                                        Note that except in the case of those NAICS industries in the
                                                                                                                                        Sectors and Subsectors mentioned in Item 7(c)(iv), the person
                                                                                                                                        filing notification may respond with the word "national" if business
                                                                                                                                        is conducted in all 50 states.

                                                                                                                                        Item 7(c)(i)
                                                                                                                                        NAICS Sectors 31-33
                                                                                                                                        For each 6-digit NAICS industry code within NAICS Sectors 31-33
                                                                                                                                        (manufacturing industries) listed in Item 7(a), list the relevant
                                                                                                                                        geographic information in which, to the knowledge or belief of the
                                                                                                                                        person filing the notification, the products in that 6-digit NAICS
                                                                                                                                        industry code produced by the person filing notification are sold
                                                                                                                                        without a significant change in their form (whether they are sold
                                                                                                                                        by the person filing notification or by others to whom such
                                                                                                                                        products have been sold or resold). Except for industries covered
                                                                                                                                        by Item 7(c)(iv)(b), the relevant geographic information is all
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                                                                                                                                        states or, if desired, portions thereof.



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                                                  60270            Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                                                                                                                                                                    DLXXXVIII
                                                           Item 7(c)(ii)                                                                           519     other information services
                                                           NAICS Sector 42                                                                         523     securities, commodity contracts and other
                                                           For each 6-digit NAICS industry code within NAICS Sector 42                                     financial investments and related activities
                                                           (wholesale trade) listed in Item ?(a), list the states or, if desired,                  5242    insurance agencies and brokerages, and other
                                                           portions thereof in which the customers of the person filing                                    insurance related activities
                                                           notification are located.                                                               525     funds, trusts and other financial vehicles
                                                                                                                                                   53      real estate and rental and leasing
                                                           Item 7(c)(iii)                                                                          54      professional, scientific and technical services
                                                           NAICS lndustrv Group 5241                                                               55      management of companies and enterprises
                                                           For each 6-digit NAICS industry code within NAICS Industry                              56      administrative and support and waste
                                                           Group 5241 (insurance carriers) listed in Item ?(a), list the state(s)                          management and remediation services
                                                           in which the person filing notification is licensed to write                            61      educational services
                                                           insurance.                                                                              7212    recreational vehicle parks and recreational
                                                                                                                                                           camps
                                                           Item 7(c)(iv)(a)                                                                        7213    rooming and boarding houses
                                                           Other NAJCS Sectors                                                                     813     religious, grantmaking, civic, professional, and
                                                           For each 6-digit NAICS industry code listed in item ?(a) within the                             similar organizations
                                                           NAICS Sectors or Subsectors below, list the states or, if desired,                      8114    personal and household goods repair and
                                                           portions thereof in which the person filing notification conducts                               maintenance
                                                           such operations.
                                                                                                                                       Item 7(d)
                                                                    11        agriculture, forestry, fishing and hunting               This item should only be completed by the acquiring person.
                                                                    21        mining                                                   Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv)
                                                                    22        utilities                                                to respond to this item, providing the information for associates of
                                                                    23        construction                                             the acquiring person. Provide separate responses for each
                                                                    48-49     transportation and warehousing                           associate of the acquiring person and, if different, the controlled
                                                                    511       publishing industries                                    operating company(s) that actually derived the dollar revenues.
                                                                    515       broadcasting
                                                                    517       telecommunications
                                                                    71        arts, entertainment and recreation                                               END OF ITEM 7
                                                           Item 7(c)(iv)(b)
                                                           For each 6-digit NAICS industry code listed in item 7(a) within the
                                                           NAICS Sectors or Subsectors below, provide the address,
                                                           arranged by state, county and city or town, of each establishment
                                                           from which dollar revenues were derived in the most recent year
                                                           by the person filing notification.

                                                                    2123      nonmetallic mineral mining and quarrying
                                                                    32512     industrial gases
                                                                    32732     concrete
                                                                    32733     concrete products
                                                                    44-45     retail trade, except 442 (furniture and home
                                                                              furnishings stores), and 443 (electronics and
                                                                              appliance stores)
                                                                    512       motion picture and sound recording industries
                                                                    521       monetary authorities - central bank
                                                                    522       credit intermediation and related activities
                                                                    532       rental and leasing services
                                                                    62        health care and social assistance
                                                                    72        accommodations and food services, except
                                                                              7212 (recreational vehicle parks and
                                                                              recreational camps), and 7213 (rooming and
                                                                              boarding houses)
                                                                     811      repair and maintenance, except 8114 (personal
                                                                              and household goods repair and maintenance)
                                                                     812      personal and laundry services

                                                           Item 7(c)(iv)(c)
                                                           For each 6-digit NAICS industry code listed in item ?(a) within the
                                                           NAICS Sectors or Subsectors below, list the states or, if desired,
                                                           portions thereof in which the person filing notification conducts
                                                           such operations.

                                                                    442       furniture and home furnishings stores
                                                                    443       electronics and appliance stores
                                                                    516       internet publishing & broadcasting
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                                                                    518       internet service providers


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                                                                   Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations                                                  60271
                                                                                                                                                                                                    DLXXXIX



                                                          This item should only be completed by the acquiring person.                   See § 803.6 for requirements.
                                                          Determine each 6-digit NAICS industry code listed in Item ?(a), in
                                                          which the acquiring person derived dollar revenues of $1 million              The certification must be notarized or use the language found in
                                                          or more in the most recent year and in which either:                          28 U.S.C. § 1746 relating to unsworn declarations under penalty
                                                                                                                                        of perjury.
                                                               1)    the acquired entity derived dollar revenues of $1 million
                                                                     or more in the recent year (or in the case of the
                                                                     formation of a joint venture corporation or
                                                                     unincorporated entity, the joint venture corporation or
                                                                     unincorporated entity reasonably can be expected to                Section 18a(a) ofTitle 15 of the U.S. Code authorizes the
                                                                     derive dollar revenues of $1 million or more); Q.[                 collection of this information. Our authority to collect Social
                                                                                                                                        Security numbers is 31 U.S.C. § 7701. The primary use of
                                                               2)    in the case of acquired assets, to which dollar revenues           information submitted on this Form is to determine whether the
                                                                     of $1 million or more were attributable in the most recent         reported merger or acquisition may violate the antitrust laws.
                                                                     year.                                                              Taxpayer information is collected, used, and may be shared with
                                                                                                                                        other agencies and contractors for payment processing, debt
                                                          For each such 6-digit NAICS industry code, list all acquisitions of           collection and reporting purposes. Furnishing the information on
                                                          entities or assets deriving dollar revenues in that 6-digit NAICS             the Form is voluntary.
                                                          industry code made by the acquiring person in the five years prior
                                                          to the date of the instant filing, even if the transaction was non-           Consummation of an acquisition required to be reported by the
                                                          reportable. List only acquisitions of 50% or more of the voting               statute cited above without having provided this information may,
                                                          securities of an issuer or 50% or more of non-corporate interests             however, render a person liable to civil penalties up to $40,000
                                                          of an unincorporated entity that had annual net sales or total                per day. We also may be unable to process the Form unless you
                                                          assets greater than $10 million in the year prior to the acquisition,         provide all of the requested information.
                                                          and any acquisitions of assets valued at or above the statutory
                                                          size-of-transaction test at the time of their acquisition.

                                                          This item pertains only to acquisitions of U.S. entities/assets and
                                                          foreign entities/assets with sales in or into the U.S., i.e., with
                                                          dollar revenues that would be reported in Item 5.                             Public reporting burden for this report is estimated to vary from 8
                                                                                                                                        to 160 hours per response, with an average of 37 hours per
                                                          For each such acquisition, supply:                                            response, including time for reviewing instructions, searching
                                                                                                                                        existing data sources, gathering and maintaining the data
                                                               1)    the 6-digit NAICS industry code (by number and                     needed, and completing and reviewing the collection of
                                                                                                                                        information. Send comments regarding the burden estimate or
                                                                     description) identified above in which the acquired entity
                                                                                                                                        any other aspect of this report, including suggestions for reducing
                                                                     derived dollar revenues;
                                                                                                                                        this burden to:
                                                               2)    the name of the entity from which the assets, voting
                                                                                                                                                    Premerger Notification Office
                                                                     securities or non-corporate interests were acquired;
                                                                                                                                                    Federal Trade Commission, Room 5301
                                                                                                                                                    400 7th Street, S.W.
                                                               3)    the headquarters address of that entity prior to the
                                                                                                                                                    Washington, D.C. 20024
                                                                     acquisition;
                                                                                                                                                    and
                                                               4)    whether assets, voting securities or non-corporate
                                                                     interests were acquired; and
                                                                                                                                                    Office of Information and Regulatory Affairs
                                                                                                                                                    Office of Management and Budget
                                                               5)    the consummation date of the acquisition.
                                                                                                                                                    Washington, D.C. 20503

                                                                                                                                        Under the Paperwork Reduction Act, as amended, an agency
                                                                                   END OF ITEM 8                                        may not conduct or sponsor, and a person is not required to
                                                                                                                                        respond to, a collection of information unless it displays a
                                                                                                                                        currently valid OMB control number. The operative OMB control
                                                                                                                                        number, 3084-0005, appears within the Notification and Report
                                                                                                                                        Form and these Instructions.


                                                                                                                                                     END OF FORM INSTRUCTIONS
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                                                  60272                 Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

                                                  Donald S. Clark,                                                      limits (PELs) for respirable crystalline                               Longshore and Harbor Worker’s
                                                  Secretary.                                                            silica in general industry (29 CFR                                     Compensation Act (33 U.S.C. 941);
                                                  [FR Doc. 2016–20950 Filed 8–31–16; 8:45 am]                           1910.1000, Table Z–3), shipyards (29                                   Secretary of Labor’s Order 1–2012 (77
                                                  BILLING CODE 6750–01–C                                                CFR 1915.1000, Table Z), and                                           FR 3912 (1/25/2012)); and 29 CFR part
                                                                                                                        construction (29 CFR 1926.55, appendix                                 1911.
                                                                                                                        A), and added footnotes to make clear                                    Signed at Washington, DC, on August 5,
                                                  DEPARTMENT OF LABOR                                                   that these PELs apply to any sectors or                                2016.
                                                                                                                        operations where the new PEL of 50 mg/                                 David Michaels,
                                                  Occupational Safety and Health                                        m3 is not in effect. The preceding PELs                                Assistant Secretary of Labor for Occupational
                                                  Administration                                                        apply to operations that are not covered                               Safety and Health.
                                                                                                                        by the new standards, such as the
                                                  29 CFR Part 1910, 1915, and 1926                                      processing of sorptive clays. The                                        Accordingly, for the reasons set forth
                                                                                                                        preceding PELs are also applicable                                     in the preamble above, the Occupational
                                                  [Docket No. OSHA–2010–0034]                                                                                                                  Safety and Health Administration is
                                                                                                                        during the time between publication of
                                                  RIN 1218–AB70                                                         the silica rule and the dates established                              amending 29 CFR parts 1910, 1915, and
                                                                                                                        for compliance with the rule, as well as                               1926 as follows:
                                                  Occupational Exposure to Respirable                                   in the event of regulatory delay, a stay,
                                                  Crystalline Silica; Correction                                        or partial or full invalidation by the                                 PART 1910—OCCUPATIONAL SAFETY
                                                                                                                        Court.                                                                 AND HEALTH STANDARDS
                                                  AGENCY:  Occupational Safety and Health
                                                  Administration, Department of Labor.                                     This document corrects typographical                                ■ 1. The authority citation for part 1910
                                                                                                                        errors in the formulas for the preceding                               continues to read as follows:
                                                  ACTION: Final rule; correcting
                                                                                                                        PELs, so that they will appear as they
                                                  amendment.                                                                                                                                     Authority: 29 U.S.C. 653, 655, 657;
                                                                                                                        did prior to publication of the final rule.
                                                                                                                                                                                               Secretary of Labor’s Order Numbers 12–71
                                                  SUMMARY:   OSHA published a final rule                                List of Subjects in 29 CFR Parts 1910,                                 (36 FR 8754), 8–76 (41 FR 25059), 9–83 (48
                                                  on occupational exposure to respirable                                1915, and 1926                                                         FR 35736), 1–90 (55 FR 9033), 6–96 (62 FR
                                                  crystalline silica on March 25, 2016                                                                                                         111), 3–2000 (65 FR 50017), 5–2002 (67 FR
                                                  which became effective on June 23,                                      Cancer, Chemicals, Cristobalite,                                     65008), 5–2007 (72 FR 31159), 4–2010 (75 FR
                                                  2016. This document corrects                                          Crystalline silica, Hazardous substances,                              55355), or 1–2012 (77 FR 3912), as
                                                  typographical errors in the final rule by                             Health, Lung diseases, Occupational                                    applicable.
                                                  revising these sections.                                              safety and health, Quartz, Reporting and                                  Sections 1910.6, 1910.7, 1910.8 and 1910.9
                                                                                                                        recordkeeping requirements, Silica,                                    also issued under 29 CFR 1911. Section
                                                  DATES: Effective September 1, 2016.
                                                                                                                        Silicosis, Tridymite.                                                  1910.7(f) also issued under 31 U.S.C. 9701,
                                                  FOR FURTHER INFORMATION CONTACT:
                                                                                                                        Authority and Signature                                                29 U.S.C. 9a, 5 U.S.C. 553; Public Law 106–
                                                  Annette Iannucci, Directorate of                                                                                                             113 (113 Stat. 1501A–222); Pub. L. 11–8 and
                                                  Standards and Guidance, Room N–3718,                                     This document was prepared under                                    111–317; and OMB Circular A–25 (dated July
                                                  OSHA, U.S. Department of Labor, 200                                   the direction of David Michaels, Ph.D.,                                8, 1993) (58 FR 38142, July 15, 1993).
                                                  Constitution Avenue NW., Washington,                                  MPH, Assistant Secretary of Labor for                                  ■ 2. In § 1910.1000, in Table Z–3, revise
                                                  DC 20210; telephone (202) 693–1950;                                   Occupational Safety and Health. It is                                  the entries for ‘‘Silica: Crystalline
                                                  email Iannucci.annette@dol.gov.                                       issued under the following authorities:                                Quartz (Respirable)’’, ‘‘Silica:
                                                  SUPPLEMENTARY INFORMATION: On March                                   Sections 4, 6, and 8 of the Occupational                               Crystalline Cristobalite’’, and ‘‘Silica:
                                                  25, 2016, OSHA published a final rule                                 Safety and Health Act of 1970 (29 U.S.C.                               Crystalline Tridymite’’ to read as
                                                  entitled Occupational Exposure to                                     653, 655, 657); section 107 of the                                     follows:
                                                  Respirable Crystalline Silica (81 FR                                  Contract Work Hours and Safety
                                                  16285–16890). The final rule retained                                 Standards Act (the Construction Safety                                 § 1910.1000             Air contaminants.
                                                  the preceding permissible exposure                                    Act) (40 U.S.C. 3704); section 41 of the                               *           *       *        *         *

                                                                                                                                 TABLE Z–3—MINERAL DUSTS
                                                                                                                     Substance                                                                                    mppcf a                       mg/m 3

                                                  Silica:
                                                       Crystalline
                                                           Quartz (Respirable) f .......................................................................................................................       250b                         10 mg/m3 e

                                                                                                                                                                                                               % SiO2 + 5                   % SiO2 + 2
                                                        Cristobalite: Use 1⁄2 the value calculated from the count or mass formulae for quartz.f
                                                        Tridymite: Use 1⁄2 the value calculated from the formulae for quartz.f

                                                               *                             *                             *                             *                             *                                *                        *



                                                  *        *        *
                                                                    *      *                                            instances in which other methods have
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                                                                                                                                                                                                   Aerodynamic diameter                       Percent
                                                      a Millionsof particles per cubic foot of                          been shown to be applicable.                                                (unit density sphere)                 passing selector
                                                  air, based on impinger samples counted                                *     *     *    *     *
                                                                                                                                                                                               2 ......................................                  90
                                                  by light-field techniques.                                              e Both concentration and percent
                                                                                                                                                                                               2.5 ...................................                   75
                                                    b The percentage of crystalline silica                              quartz for the application of this limit                               3.5 ...................................                   50
                                                  in the formula is the amount determined                               are to be determined from the fraction                                 5.0 ...................................                   25
                                                  from airborne samples, except in those                                passing a size-selector with the                                       10 ....................................                    0
                                                                                                                        following characteristics:


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Document Created: 2018-02-09 11:57:09
Document Modified: 2018-02-09 11:57:09
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionRules and Regulations
ActionFinal rule.
DatesEffective September 1, 2016.
ContactRobert L. Jones, Assistant Director, Premerger Notification Office, Bureau of Competition, Room 5301, Federal Trade Commission, 400 7th Street SW., Washington, DC 20024. Telephone: (202) 326-3100, Email: [email protected]
FR Citation81 FR 60257 

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