Premerger Notification; Reporting and Waiting Period Requirements, 32123-32134 [2017-14550]
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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: https://
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.
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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.’’
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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
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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
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FR 60257 (September 1, 2016).
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(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.
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2 Federal
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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
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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
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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
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""'"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
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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
%
%
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(iv) TOTAL PERCENTAGE OF VOTING
SECURITIES TO BE HELD AS A RESULT OF
THE ACQUISITION
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D
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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)
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3(b) SUBMIT A COPY OF THE MOST RECENT VERSION OF THE CONTRACT OR AGREEMENT (or letter of intent to merge or acquire)
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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
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REFERENCE NUMBER
D None
4(d) ADDITIONAL DOCUMENTS
None
ATTACHMENT OR
REFERENCE NUMBER
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4(c) STUDIES, SURVEYS, ANALYSES, AND REPORTS
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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
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D
(PROVIDE EXPLANATION)
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NONE
Overlap
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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:
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DESCRIPTION
CODE
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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)
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%HELD
Attachment:
ISSUER/
UNINCORPORATED ENTITY
TOP LEVEL ASSOCIATE
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ISSUER/
UNINCORPORATED ENTITY
COUNTRY
CITY
NAME
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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)
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GEOGRAPHIC MARKET INFORMATION
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CODE
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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 - - - - - - - - - - - - - - - - - - -
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My Commission expires - - - - - - - - - - - - - - -
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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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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]
BILLING CODE 6750-01-C
