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.

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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,

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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 asabaliauskas on DSK3SPTVN1PROD with RULES 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, VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00023 Fmt 4700 Sfmt 4700 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES 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. VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00024 Fmt 4700 Sfmt 4700 E:\FR\FM\01SER1.SGM 01SER1

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, asabaliauskas on DSK3SPTVN1PROD with RULES 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: VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00025 Fmt 4700 Sfmt 4700 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00026 Fmt 4700 Sfmt 4700 E:\FR\FM\01SER1.SGM 01SER1

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; asabaliauskas on DSK3SPTVN1PROD with RULES 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> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00027 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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)). asabaliauskas on DSK3SPTVN1PROD with RULES Information need not be supplied regarding assets, voting Instructions to FTC Form C4 (rev. 08/08/16) DLXXX ER01SE16.117</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00028 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES 363(b) of the Bankruptcy Code (11 U.S.C. § 363). Instructions to FTC Form C4 (rev. 08/08/16) DLXXXI ER01SE16.118</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00029 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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). asabaliauskas on DSK3SPTVN1PROD with RULES Instructions to FTC Form C4 (rev. 08/08/16) DLXXXII ER01SE16.119</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00030 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES Instructions to FTC Form C4 (rev. 08/08/16) DLXXXIII ER01SE16.120</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00031 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES entity(s) that specifically relate to the sale of the acquired entity(s) Instructions to FTC Form C4 (rev. 08/08/16) DLXXXIV ER01SE16.121</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00032 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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. asabaliauskas on DSK3SPTVN1PROD with RULES Instructions to FTC Form C4 (rev. 08/08/16) DLXXXV ER01SE16.122</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00033 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES knowledge or belief, to entities that derive dollar revenues in the Instructions to FTC Form C4 (rev. 08/08/16) DLXXXVI ER01SE16.123</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00034 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES states or, if desired, portions thereof. Instructions to FTC Form C4 (rev. 08/08/16) DLXXXVII ER01SE16.124</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00035 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES 518 internet service providers Instructions to FTC Form C4 (rev. 08/08/16) DLXXXVIII ER01SE16.125</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00036 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES Instructions to FTC Form C4 (rev. 08/08/16) DLXXXIX ER01SE16.126</GPH> VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00037 Fmt 4700 Sfmt 4725 E:\FR\FM\01SER1.SGM 01SER1

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 asabaliauskas on DSK3SPTVN1PROD with RULES 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: VerDate Sep<11>2014 16:43 Aug 31, 2016 Jkt 238001 PO 00000 Frm 00038 Fmt 4700 Sfmt 4700 E:\FR\FM\01SER1.SGM 01SER1


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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