Premerger Notification; Reporting and Waiting Period Requirements, 32123-32134 [2017-14550]

Download as PDF 32123 Rules and Regulations Federal Register Vol. 82, No. 132 Wednesday, July 12, 2017 This section of the FEDERAL REGISTER contains regulatory documents having general applicability and legal effect, most of which are keyed to and codified in the Code of Federal Regulations, which is published under 50 titles pursuant to 44 U.S.C. 1510. The Code of Federal Regulations is sold by the Superintendent of Documents. NATIONAL AERONAUTICS AND SPACE ADMINISTRATION 14 CFR Parts 1264 and 1271 2. On page 28760, following the DATES section, add an ADDRESSES section to read as follows: ‘‘ADDRESSES: Comments must be identified with RINs 2700–AE03 and may be sent to NASA via the Federal ERulemaking Portal: http:// www.regulations.gov. Follow the online instructions for submitting comments. Please note that NASA will post all comments on the Internet with changes, including any personal information provided.’’ Nanette J. Smith, NASA Federal Register Liaison Officer. RIN 2700–AE30 [FR Doc. 2017–14579 Filed 7–11–17; 8:45 am] [Document Number NASA–17–039: Docket Number—NASA–2017–0002] BILLING CODE 7510–13–P Implementation of the Federal Civil Penalties Inflation Adjustment Act; Correction FEDERAL TRADE COMMISSION National Aeronautics and Space Administration. ACTION: Interim final rule with request for public comment; correction. Premerger Notification; Reporting and Waiting Period Requirements The National Aeronautics and Space Administration is correcting an interim final rule that appeared in the Federal Register and became effective on June 26, 2017. The document issued an adjustment to the civil monetary penalties within the Agency’s jurisdiction for inflation, as required by the Federal Civil Penalties Inflation Adjustment Act of 1990 (the Inflation Adjustment Act or the Act), as amended by the Debt Collection Improvement Act of 1996 and further amended by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act). The document inadvertently failed to provide a date and address by which to submit comments. SUMMARY: 16 CFR Part 803 AGENCY: SUMMARY: DATES: Effective July 12, 2017. FOR FURTHER INFORMATION CONTACT: Nanette J. Smith, 202–358–0819. nlaroche on DSK30NT082PROD with RULES Correction In interim final rule FR Doc. 2017– 13209, beginning on page 28760 in the issue of June 26, 2017, make the following corrections: 1. In the DATES section on page 28760 in the 3rd column, add at the end of the first paragraph the following: ‘‘Comment date: Comments must be received by July 26, 2017.’’ VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 Federal Trade Commission. Final rule. AGENCY: ACTION: The Commission, with the concurrence of the Assistant Attorney General, Antitrust Division, Department of Justice, announces ministerial changes to the Antitrust Improvements Act Notification and Report Form (‘‘HSR Form’’) to make it conform to recently published amendments to the associated Instructions and to reflect changes to the noncompliance penalty and the Premerger Notification Office address. DATES: Effective July 12, 2017. FOR FURTHER INFORMATION CONTACT: Robert Jones, Federal Trade Commission, Bureau of Competition, Premerger Notification Office, 400 7th Street SW., Room #5301, Washington, DC 20024, Phone (202) 326–3100. SUPPLEMENTARY INFORMATION: Introduction Section 7A of the Clayton Act (the ‘‘Act’’) requires the parties to certain mergers and acquisitions to file notifications with the Federal Trade Commission (‘‘the Commission’’) and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (‘‘the Assistant Attorney General’’) (collectively ‘‘the Agencies’’) and to wait a specified period of time before consummating such transactions. The reporting PO 00000 Frm 00001 Fmt 4700 Sfmt 4700 requirement and the waiting period that it triggers are intended to enable the 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 § 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 HSR Form and its associated Instructions, codified at Part 803— Appendix. The Rules, codified in 16 CFR parts 801, 802 and 803, and associated Forms and Instructions, codified at Part 803—Appendix, to govern the form of premerger notifications to be provided by merging parties. The HSR Form is designed to provide the Commission and the Assistant Attorney General with the information and documentary material necessary for an initial evaluation of the potential anticompetitive impact of significant mergers, acquisitions and certain similar transactions. Changes to the HSR Form The Commission is amending the HSR Form so that it will conform to the recently published amendments to the associated Instructions and reflect changes in the noncompliance penalty and the Premerger Notification Office address.1 The changes are as follows: 1. Fee Information—The Commission has deleted the following language 1 81 E:\FR\FM\12JYR1.SGM FR 60257 (September 1, 2016). 12JYR1 32124 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations (along with an attachment box) from page one of the HSR Form: ‘‘In cases where your filing fee would be higher if based on acquisition price or where the acquisition price is undetermined to the extent that it may straddle a filing fee threshold, attach an explanation of how you determined the appropriate fee.’’ The Commission eliminated this requirement in its amended Instructions. Thus, the language and the box have been deleted from the HSR Form. 2. Form Revised Date—The HSR Form’s ‘‘Revised Date’’ on the bottom of each page has been updated from ‘‘(rev. 08/18/11)’’ to ‘‘(rev. 01/02/2017)’’ to reflect the ministerial revisions described in this notice. 3. Penalty—The HSR Form, on page 10, refers to a noncompliance penalty of $16,000 per day. By statute,2 the Commission is required to adjust its civil penalty amounts for inflation every January. The HSR Form has been amended to omit the specific dollar amount and instead cross-reference 16 CFR 1.98(a), which lists the inflationadjusted civil penalty. 4. PNO Address—The address of the Premerger Notification Office (‘‘PNO’’) on page 10 of the HSR Form has been updated to reflect the PNO’s current address in Constitution Center. 5. Electronic Form Version—The Electronic Form Version has been updated from ‘‘1.0.1, 01/13/2012’’ to ‘‘1.0.2, 01/02/2017’’ to reflect the ministerial changes described in this notice. Civil Penalties Inflation Adjustment Act of 1990, Public Law 101–410, 104 Stat. 890, as amended by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015, Public Law 114–74, sec. 701, 129 Stat. 599. nlaroche on DSK30NT082PROD with RULES 2 Federal VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 Administrative Procedure Act The Commission finds good cause to adopt these changes without prior public comment. Under the 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 HSR Form so that it will conform to the recently published amendments to the associated Instructions. This does not involve any substantive changes in the Rules’ requirements for entities subject to the Rules. Accordingly, the Commission finds that public comment is unnecessary. In addition, under the APA, a substantive final rule is required to take effect at least 30 days after publication in the Federal Register unless an agency finds good cause that the rule should become effective sooner. 5 U.S.C. 553(d). However, these are purely ministerial changes and do not constitute a substantive rule change. Therefore, the Commission finds good cause to dispense with a delayed effective date. For these reasons, the Commission finds that there is good cause for adopting this final rule as effective on July 12, 2017, without prior public comment. Regulatory Flexibility Act Under the Regulatory Flexibility Act (‘‘RFA’’), 5 U.S.C. 601–612, an agency must prepare a regulatory flexibility analysis for all proposed and final rules PO 00000 Frm 00002 Fmt 4700 Sfmt 4700 that describes the impact of the rule on small entities, unless the head of the agency certifies that the rule will not have a ‘‘significant economic impact on a substantial number of small entities.’’ 5 U.S.C. 605(b). However, the RFA applies only to rules for which an agency publishes a general notice of proposed rulemaking. 5 U.S.C. 603(a), 604(a). As discussed above, the Commission has determined for good cause that the APA does not require notice and public comment on this rule. Accordingly, the RFA does not apply to this final rule. 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. 3501–3518. List of Subjects in 16 CFR Part 803 Antitrust. For the reasons stated above, the Federal Trade Commission amends 16 CFR part 803 as set forth below: 1. The authority citation for part 803 continues to read as follows: ■ Authority: 15 U.S.C. 18a(d). 2. Revise the appendix to part 803 to read as follows: ■ Appendix to Part 803—Notification and Report Form for Certain Mergers and Acquisitions BILLING CODE 6750–01–P E:\FR\FM\12JYR1.SGM 12JYR1 32125 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS FEE INFORMATION (ForPayerOnly) DDDDDDDD TRANSACTION NUMBER ASSIGNED TAXPAYER IDENTIFICATION NUMBER - - - - - - - - - - - - - - - OR SOCIAL SECURITY NUMBER FOR NATURAL PERSONS AMOUNT PAID NAME OF PAYER (if different from PERSON FILING) - - - - - - - - - - - - - - $ WIRE TRANSFER 0 or 0 CERTIFIED CHECK I MONEY ORDER ATTACHED WIRE TRANSFER CONFIRMATION NO. FROM (NAME OF INSTITUTION) IS THIS A CORRECTIVE FILING? 0 YES 0 NO 0 CASH TENDER OFFER? YES 0 DO YOU REQUEST EARLY TERMINATION OF THE WAITING PERIOD? 0 NO BANKRUPTCY? D YES D NO 0 YES NO (Grants of early termination are published in the Federal Register and on the FTC web site, www.ftc.gov) (voluntary) IS THIS ACQUISITION SUBJECT TO NON-US FILING REQUIREMENTS? DYES D NO IF YES, list jurisdictions: NAME HEADQUARTERS ADDRESS ADDRESS LINE 2 CITY, STATE, COUNTRY ZIP CODE WEBSITE ITEM 1 1(a) PERSON FILING 1(b) PERSON FILING NOTIFICATION IS D an acquiring person D an acquired person both D 1(c) PUT AN "X" IN THE APPROPRIATE BOX TO DESCRIBE THE PERSON FILING NOTIFICATION D Corporation D Unincorporated Entity D Natural Person D Other (Specify) 1(d) DATA FURNISHED BY D calendar year D fiscal year (specify period): (month/year) to (month/year) 1(e) PUT AN "X" IN THE APPROPRIATE BOX BELOW AND GIVE THE NAME AND ADDRESS OF THE ENTITY FILING NOTIFICATION, IF DIFFERENT THAN THE ULTIMATE PARENT ENTITY D D Not Applicable This report is being filed on behalf of a foreign person pursuant to § 803.4. D This report is being filed on behalf of the ultimate parent entity by another entity within the same person authorized by it to file pursuant to§ 803.2(a). NAME ADDRESS CITY, STATE, COUNTRY ZIP CODE 1(f) NAME AND ADDRESS OF ENTITY MAKING ACQUISITION OR WHOSE ASSETS, VOTING SECURITIES OR NON-CORPORATE INTERESTS ARE BEING ACQUIRED, IF DIFFERENT FROM THE ULTIMATE PARENT ENTITY IDENTIFIED IN ITEM 1(a) NAME ADDRESS CITY, STATE, COUNTRY ZIP CODE D PERCENT OF VOTING SECURITIES OR NON-CORPORATE INTERESTS THAT THE UPE HOLDS DIRECTLY OR INDIRECTLY IN THE ACQUIRING OR ACQUIRED ENTITY IDENTIFIED IN ITEM 1(f) 1(g) IDENTIFICATION OF PERSONS TO CONTACT REGARDING THIS REPORT CONTACT PERSON 1 FIRM NAME BUSINESS ADDRESS CITY, STATE, COUNTRY ZIP CODE TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Not Applicable % CONTACT PERSON 2 FIRM NAME BUSINESS ADDRESS CITY, STATE, COUNTRY ZIP CODE TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS NAME FIRM NAME BUSINESS ADDRESS CITY, STATE, COUNTRY ZIP CODE TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00003 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.000</GPH> nlaroche on DSK30NT082PROD with RULES ""'"1-::-(h7)-:-:ID::-::E=:-N:::T:::IF=:-IC::-A::-:T:::-IO::-N:-:-:':O:-::F:-:A::-N-:-ci::-:N:::D-::-IV-::-:ID:::U-:-A:-:L--:L--:O::-:C::-:A:-::T:::E:::D-:-IN:-:-:::T::-:H-::E-:-U::-N:-::IT:::E:::D:-cS:!::T::-:A:-::T:::E::::S-::D::-::E::-::S:::IG:::N-:-A::-::T:::E:::Dc-:!F:-:O::-::R:-:T=:H-::E:-L:-:I:-:M:::IT:::E:::D--:P:::-U-:-:R::-::P::::O::::S::-::E:-:O::-:F::-·)·_ _ __ RECEIVING NOTICE OF ISSUANCE OF A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTS (See§ 803.20(b)(2)(iii 32126 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations ITEM 2 2(a) LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRING PERSONS LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRED PERSONS NAME NAME 2(b) THIS ACQUISITION IS (put an 'X" in all the boxes that apply) D D D D D a consolidation (see § 801.2) D an acquisition of voting securities D a secondary acquisition an acquisition of assets a merger (see § 801.2) an acquisition subject to§ 801.2 (e) D D a formation of a joint venture or other corporation or unincorporated entity (see § 801.40 or§ 801.50) D an acquisition subject to § 801.30 (specify type) an acquisition subject to § 801.31 an acquisition of non-corporate interests D other (specify) 2(c) INDICATE THE HIGHEST NOTIFICATION THRESHOLD IN§ 801.1(h) FOR WHICH THIS FORM IS BEING FILED (acquiring person only in an acquisition of voting securities) D $50 million (as adjusted) D $100 million D (as adjusted) $500 million (as adjusted) D 25% (see Instructions) (as adjusted) so% D N/A (v) VALUE OF NON-CORPORATE INTERESTS ALREADY HELD ($MM) 2(d)(i) VALUE OF VOTING SECURITIES ALREADY HELD ($MM) $ $ (ii) PERCENTAGE OF VOTING SECURITIES ALREADY HELD (vi) PERCENTAGE OF NON-CORPORATE INTERESTS ALREADY HELD % (iii) TOTAL VALUE OF VOTING SECURITIES TO BE HELD AS A RESULT OF THE ACQUISITION ($MM) % (vii) TOTAL VALUE OF NON-CORPORATE INTERESTS TO BE HELD AS A RESULT OF THE ACQUISITION ($MM) (ix) VALUE OF ASSETS TO BE HELD AS A RESULT OF THE ACQUISITION ($MM) $ $ $ (viii) TOTAL PERCENTAGE OF NONCORPORATE INTERESTS TO BE HELD AS A RESULT OF THE ACQUISITION % % VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00004 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.001</GPH> (iv) TOTAL PERCENTAGE OF VOTING SECURITIES TO BE HELD AS A RESULT OF THE ACQUISITION nlaroche on DSK30NT082PROD with RULES D Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations 32127 ITEM3 3(a) DESCRIPTION OF ACQUISITION ACQUIRING UPE(S) ACQUIRED UPE(S) NAME NAME ADDRESS ADDRESS ADDRESS LINE 2 ADDRESS LINE 2 CITY, STATE CITY, STATE ZIP CODE, COUNTRY ZIP CODE, COUNTRY ACQUIRING ENTITY(S) ACQUIRED ENTITY(S) NAME NAME ADDRESS ADDRESS ADDRESS LINE 2 ADDRESS LINE 2 CITY, STATE CITY, STATE ZIP CODE, COUNTRY ZIP CODE, COUNTRY TRANSACTION DESCRIPTION ATTACHMENT NUMBER (IF SUBMITTING PAPER, DO NOT ATTACH THE DOCUMENT TO THIS PAGE) VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00005 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.002</GPH> nlaroche on DSK30NT082PROD with RULES 3(b) SUBMIT A COPY OF THE MOST RECENT VERSION OF THE CONTRACT OR AGREEMENT (or letter of intent to merge or acquire) 32128 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations ITEM4 PERSONS FILING NOTIFICATION MAY PROVIDE BELOW AN OPTIONAL INDEX OF DOCUMENTS REQUIRED TO BE SUBMITTED BY ITEM 4 (See Item by Item instructions). THESE DOCUMENTS SHOULD NOT BE ATTACHED TO THIS PAGE. CENTRAL INDEX KEY NUMBER 4(a) ENTITIES WITHIN THE PERSON FILING NOTIFICATION THAT FILE ANNUAL REPORTS WITH THE 0 None SECURITIES AND EXCHANGE COMMISSION ATTAGIIMDH OR D nlaroche on DSK30NT082PROD with RULES 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00006 Fmt 4700 Sfmt 4725 REFERENCE NUMBER D None 4(d) ADDITIONAL DOCUMENTS None ATTACHMENT OR REFERENCE NUMBER E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.003</GPH> 4(c) STUDIES, SURVEYS, ANALYSES, AND REPORTS VerDate Sep<11>2014 ATTACHMENT OR REFERENCE NUMBER D None 4(b) ANNUAL REPORTS AND ANNUAL AUDIT REPORTS Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations 32129 ITEMS 5(a} DOLLAR REVENUES BY NON-MANUFACTURING INDUSTRY CODE AND BY MANUFACTURED PRODUCT CODE Check None at the bottom of the page and provide explanation if you are not reporting revenue YEAR 6-DIGIT INDUSTRY CODE AND/OR 10-DIGIT PRODUCT CODE DESCRIPTION TOTAL DOLLAR REVENUES ($MM) Attachment: ID VerDate Sep<11>2014 D (PROVIDE EXPLANATION) 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00007 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.004</GPH> nlaroche on DSK30NT082PROD with RULES NONE Overlap 32130 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations 5(b) COMPLETE ONLY IF ACQUISITION IS IN THE FORMATION OF A JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY D Not Applicable 5(b)(i) CONTRIBUTIONS THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY HAS AGREED TO MAKE Attachment: 5(b)(ii) DESCRIPTION OF CONSIDERATION THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY WILL RECEIVE Attachment: 5(b)(iii) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY WILL ENGAGE Attachment: 5(b)(iv) SOURCE OF DOLLAR REVENUES BY 6-DIGIT INDUSTRY CODE (non-manufacturing) AND BY 10-DIGIT PRODUCT CODE (manufactured) Attachment: nlaroche on DSK30NT082PROD with RULES VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00008 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.005</GPH> DESCRIPTION CODE Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations 32131 ITEMS Attachment: 6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION 6(b) HOLDERS OF PERSON FILING NOTIFICATION Attachment: SHAREHOLDER/ INTEREST HOLDER HQADDRESS 6(c)(i) HOLDINGS OF PERSON FILING NOTIFICATION Attachment: ISSUER/ UNINCORPORATED ENTITY UPE OF FILING PERSON 6(c)(ii) HOLDINGS OF ASSOCIATES (ACQUIRING PERSON ONLY) nlaroche on DSK30NT082PROD with RULES 14:05 Jul 11, 2017 Jkt 241001 %HELD Attachment: ISSUER/ UNINCORPORATED ENTITY TOP LEVEL ASSOCIATE VerDate Sep<11>2014 %HELD PO 00000 Frm 00009 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM %HELD 12JYR1 ER12JY17.006</GPH> ISSUER/ UNINCORPORATED ENTITY COUNTRY CITY NAME 32132 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations ITEM7 OVERLAP DOLLAR REVENUES D 7(a) 6-DIGIT NAICS INDUSTRY CODE AND DESCRIPTION CODE None PERSON I ASSOCIATE I BOTH DESCRIPTION 7(b)(i) LIST THE NAME OF EACH PERSON THAT ALSO DERIVED DOLLAR REVENUES UPE OF OTHER FILING PERSON ENTITY THAT OVERLAPS (IF DIFFERENT) 7(b)(ii) LIST THE NAME OF EACH ASSOCIATE OF THE ACQUIRING PERSON THAT ALSO DERIVED DOLLAR REVENUES (ACQUIRING PERSON ONLY) TOP LEVEL ASSOCIATE ENTITY THAT OVERLAPS (IF DIFFERENT) 7(c) GEOGRAPHIC MARKET INFORMATION FOR EACH PERSON THAT ALSO DERIVED DOLLAR REVENUES CODE GEOGRAPHIC MARKET INFORMATION 7(d) GEOGRAPHIC MARKET INFORMATION FOR ASSOCIATES OF THE ACQUIRING PERSON (ACQUIRING PERSON ONLY) VerDate Sep<11>2014 14:05 Jul 11, 2017 GEOGRAPHIC MARKET INFORMATION Jkt 241001 PO 00000 Frm 00010 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.007</GPH> nlaroche on DSK30NT082PROD with RULES CODE Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations 32133 ITEMS PRIOR ACQUISITIONS (ACQUIRING PERSON ONLY) NAICS Code I I Acquired Entity Former HQ Address Acquisition Type D Securities OAssets D Non Corporate Interests Date of Acquisition: Notes CERTIFICATION This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my supervision in accordance with instructions issued by the Federal Trade Commission. Subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance with the statute and rules. NAME (Please print or type) TITLE DATE SIGNATURE Subscribed and sworn to before me at the City of_ _ _ _ _ _ _ _ _ , State of_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ [SEAL] this._ _ _ _ _ _.day of_ _ _ _ _ _ _ _ _ _ _ , the y e a r - - - - - - - - Signature - - - - - - - - - - - - - - - - - - - VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00011 Fmt 4700 Sfmt 4725 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.008</GPH> nlaroche on DSK30NT082PROD with RULES My Commission expires - - - - - - - - - - - - - - - 32134 Federal Register / Vol. 82, No. 132 / Wednesday, July 12, 2017 / Rules and Regulations By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2017–14550 Filed 7–11–17; 8:45 am] VerDate Sep<11>2014 14:05 Jul 11, 2017 Jkt 241001 PO 00000 Frm 00012 Fmt 4700 Sfmt 9990 E:\FR\FM\12JYR1.SGM 12JYR1 ER12JY17.009</GPH> nlaroche on DSK30NT082PROD with RULES BILLING CODE 6750–01–C

Agencies

[Federal Register Volume 82, Number 132 (Wednesday, July 12, 2017)]
[Rules and Regulations]
[Pages 32123-32134]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-14550]


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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, with the concurrence of the Assistant Attorney 
General, Antitrust Division, Department of Justice, announces 
ministerial changes to the Antitrust Improvements Act Notification and 
Report Form (``HSR Form'') to make it conform to recently published 
amendments to the associated Instructions and to reflect changes to the 
noncompliance penalty and the Premerger Notification Office address.

DATES: Effective July 12, 2017.

FOR FURTHER INFORMATION CONTACT: Robert Jones, Federal Trade 
Commission, Bureau of Competition, Premerger Notification Office, 400 
7th Street SW., Room #5301, Washington, DC 20024, Phone (202) 326-3100.

SUPPLEMENTARY INFORMATION:

Introduction

    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers and acquisitions to file notifications with the Federal 
Trade Commission (``the Commission'') and the Assistant Attorney 
General in charge of the Antitrust Division of the Department of 
Justice (``the Assistant Attorney General'') (collectively ``the 
Agencies'') and 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 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 
Sec.  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 HSR Form and its 
associated Instructions, codified at Part 803--Appendix. The Rules, 
codified in 16 CFR parts 801, 802 and 803, and associated Forms and 
Instructions, codified at Part 803--Appendix, to govern the form of 
premerger notifications to be provided by merging parties. The HSR Form 
is designed to provide the Commission and the Assistant Attorney 
General with the information and documentary material necessary for an 
initial evaluation of the potential anticompetitive impact of 
significant mergers, acquisitions and certain similar transactions.

Changes to the HSR Form

    The Commission is amending the HSR Form so that it will conform to 
the recently published amendments to the associated Instructions and 
reflect changes in the noncompliance penalty and the Premerger 
Notification Office address.\1\ The changes are as follows:
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    \1\ 81 FR 60257 (September 1, 2016).
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    1. Fee Information--The Commission has deleted the following 
language

[[Page 32124]]

(along with an attachment box) from page one of the HSR Form: ``In 
cases where your filing fee would be higher if based on acquisition 
price or where the acquisition price is undetermined to the extent that 
it may straddle a filing fee threshold, attach an explanation of how 
you determined the appropriate fee.'' The Commission eliminated this 
requirement in its amended Instructions. Thus, the language and the box 
have been deleted from the HSR Form.
    2. Form Revised Date--The HSR Form's ``Revised Date'' on the bottom 
of each page has been updated from ``(rev. 08/18/11)'' to ``(rev. 01/
02/2017)'' to reflect the ministerial revisions described in this 
notice.
    3. Penalty--The HSR Form, on page 10, refers to a noncompliance 
penalty of $16,000 per day. By statute,\2\ the Commission is required 
to adjust its civil penalty amounts for inflation every January. The 
HSR Form has been amended to omit the specific dollar amount and 
instead cross-reference 16 CFR 1.98(a), which lists the inflation-
adjusted civil penalty.
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    \2\ Federal Civil Penalties Inflation Adjustment Act of 1990, 
Public Law 101-410, 104 Stat. 890, as amended by the Federal Civil 
Penalties Inflation Adjustment Act Improvements Act of 2015, Public 
Law 114-74, sec. 701, 129 Stat. 599.
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    4. PNO Address--The address of the Premerger Notification Office 
(``PNO'') on page 10 of the HSR Form has been updated to reflect the 
PNO's current address in Constitution Center.
    5. Electronic Form Version--The Electronic Form Version has been 
updated from ``1.0.1, 01/13/2012'' to ``1.0.2, 01/02/2017'' to reflect 
the ministerial changes described in this notice.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the 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 HSR Form so that it will conform to 
the recently published amendments to the associated Instructions. This 
does not involve any substantive changes in the Rules' requirements for 
entities subject to the Rules. Accordingly, the Commission finds that 
public comment is unnecessary.
    In addition, under the APA, a substantive final rule is required to 
take effect at least 30 days after publication in the Federal Register 
unless an agency finds good cause that the rule should become effective 
sooner. 5 U.S.C. 553(d). However, these are purely ministerial changes 
and do not constitute a substantive rule change. Therefore, the 
Commission finds good cause to dispense with a delayed effective date.
    For these reasons, the Commission finds that there is good cause 
for adopting this final rule as effective on July 12, 2017, without 
prior public comment.

Regulatory Flexibility Act

    Under the Regulatory Flexibility Act (``RFA''), 5 U.S.C. 601-612, 
an agency must prepare a regulatory flexibility analysis for all 
proposed and final rules that describes the impact of the rule on small 
entities, unless the head of the agency certifies that the rule will 
not have a ``significant economic impact on a substantial number of 
small entities.'' 5 U.S.C. 605(b). However, the RFA applies only to 
rules for which an agency publishes a general notice of proposed 
rulemaking. 5 U.S.C. 603(a), 604(a). As discussed above, the Commission 
has determined for good cause that the APA does not require notice and 
public comment on this rule. Accordingly, the RFA does not apply to 
this final rule.

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. 3501-3518.

List of Subjects in 16 CFR Part 803

    Antitrust.

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

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

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

0
2. Revise the appendix to part 803 to read as follows:

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

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    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2017-14550 Filed 7-11-17; 8:45 am]
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