Premerger Notification; Reporting and Waiting Period Requirements, 30595-30620 [2019-13225]

Download as PDF 30595 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations analysis is required, and none has been prepared. 3. Notwithstanding any other provision of law, no person is required to respond to, nor is subject to a penalty for failure to comply with, a collection of information, subject to the requirements of the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) (PRA), unless that collection of information displays a currently valid Office of Management and Budget (OMB) Control Number. This regulation involves collections previously approved by OMB under the following control numbers: 0694–0088, 0694– 0122, 0694–0134, and 0694–0137. This rule slightly decreases public burden in a collection of information approved by OMB under control number 0694–0088, which authorizes, among other things, export license applications. The restoration of license exceptions for listed persons on the Unverified List will result in decreased license applications being submitted to BIS by exporters. Total burden hours associated with the Paperwork Reduction Act and OMB control number 0694–0088 are expected to decrease minimally, as the restoration of license exceptions will only affect transactions involving persons removed from the Unverified List and not all export transactions. Because license exception eligibility is restored for these entities removed from the UVL, this rule increases public burden in a collection of information approved by OMB under control number 0694–0137 minimally, as this will only affect specific individual listed persons. The decreased burden under 0694–0088 is reciprocal to the increased burden under 0694–0137, and results in no change of burden to List of Subjects in 15 CFR Part 744 Exports, Reporting and recordkeeping requirements, Terrorism. Accordingly, part 744 of the Export Administration Regulations (15 CFR parts 730 through 774) is amended as follows: PART 744—[AMENDED] 1. The authority citation for 15 CFR part 744 is revised to read as follows: ■ Authority: Pub. L. 115–232, Title XVII, Subtitle B, 132 Stat. 2208 (to be codified at 50 U.S.C. 4801 et seq.); 50 U.S.C. 4601 et seq.; 50 U.S.C. 1701 et seq.; 22 U.S.C. 3201 et seq.; 42 U.S.C. 2139a; 22 U.S.C. 7201 et seq.; 22 U.S.C. 7210; E.O. 12058, 43 FR 20947, 3 CFR, 1978 Comp., p. 179; E.O. 12851, 58 FR 33181, 3 CFR, 1993 Comp., p. 608; E.O. 12938, 59 FR 59099, 3 CFR, 1994 Comp., p. 950; E.O. 12947, 60 FR 5079, 3 CFR, 1995 Comp., p. 356; E.O. 13026, 61 FR 58767, 3 CFR, 1996 Comp., p. 228; E.O. 13099, 63 FR 45167, 3 CFR, 1998 Comp., p. 208; E.O. 13222, 66 FR 44025, 3 CFR, 2001 Comp., p. 783; E.O. 13224, 66 FR 49079, 3 CFR, 2001 Comp., p. 786; Notice of August 8, 2018, 83 FR 39871 (August 13, 2018); Notice of September 19, 2018, 83 FR 47799 (September 20, 2018); Notice of November 8, 2018, 83 FR 56253 (November 9, 2019); Notice of January 16, 2019, 84 FR 127 (January 18, 2019). 2. Supplement No. 6 to Part 744 is amended by: ■ a. Removing the entry for ‘‘Beijing Bayi Space LCD Materials Technology Co., Ltd.’’ under ‘‘China’’; ■ b. Revising the entry for ‘‘Beijing Institute of Nanoenergy and Technology’’ under ‘‘China’’; ■ c. Removing the entry for ‘‘Hubei Flying Optical’’ under ‘‘China’’; ■ d. Removing the entry for ‘‘Sunder Tools (Changxing) Technology’’ under ‘‘China’’; ■ e. Removing the entry for ‘‘Wuhan Yifi Laser Equipment Co.’’ under ‘‘China’’; ■ f. Removing the entry for ‘‘Wuxi Hengling Technology Co. Ltd.’’ under ‘‘China’’; ■ g. Removing the entry for ‘‘Xiamen Sanan Optoelectronics’’ under ‘‘China’’; ■ h. Removing the entry for ‘‘Zhejiang Xizi Aviation’’ under ‘‘China’’; and ■ i. Removing the entry for ‘‘Zolix Instruments Co.’’ under ‘‘China’’. The revision reads as follows: ■ Supplement No. 6 to Part 744— Unverified List Country Listed person and address Federal Register citation and date of publication * CHINA .............. * * * Beijing Institute of Nanoenergy and Nanosystems, 30 Xue YuanLu HaiDianQu, Beijing, China 100083. * * * 84 FR 14610, 04/11/19. 84 FR [INSERT Federal Register PAGE NUMBER], 06/27/19. * * * Dated: June 21, 2019. Richard E. Ashooh, Assistant Secretary for Export Administration, Bureau of Industry and Security. [FR Doc. 2019–13639 Filed 6–26–19; 8:45 am] jspears on DSK30JT082PROD with RULES the public. This rule also decreases public burden in a collection of information under OMB control number 0694–0122, as a result of the exchange of UVL statements between private parties, and under OMB control number 0694–0134, as a result of appeals from persons listed on the UVL for removal of their listing. The total decrease in burden hours associated with both of these collections is expected to be minimal, as they involve a limited number of persons listed on the UVL. Any comments regarding these collections of information, including suggestions for reducing the burden, may be sent to OMB Desk Officer, New Executive Office Building, Washington, DC 20503; and to Jasmeet K. Seehra, Office of Management and Budget (OMB), by email to Jasmeet_K._Seehra@ omb.eop.gov, or by fax to (202) 395– 7285. 4. This rule does not contain policies with Federalism implications as that term is defined in Executive Order 13132. * * FEDERAL TRADE COMMISSION 16 CFR Part 803 Premerger Notification; Reporting and Waiting Period Requirements Federal Trade Commission. Final rule. AGENCY: BILLING CODE 3510–33–P ACTION: The Federal Trade Commission (‘‘Commission’’ or ‘‘FTC’’) is amending the Hart-Scott-Rodino (‘‘HSR’’) Premerger Notification Rules SUMMARY: VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00019 Fmt 4700 Sfmt 4700 * * (‘‘Rules’’) that require the parties to certain mergers and acquisitions to file reports with the 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. The Commission is amending the Antitrust Improvements Act Notification and Report Form (‘‘HSR E:\FR\FM\27JNR1.SGM 27JNR1 30596 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Form’’) and Instructions to require use of 10-digit codes based upon the North American Product Classification System in place of the 10-digit codes based upon the North American Industry Classification System. DATES: The amendments are effective September 25, 2019. FOR FURTHER INFORMATION CONTACT: Robert 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: rjones@ftc.gov. SUPPLEMENTARY INFORMATION: jspears on DSK30JT082PROD with RULES Introduction Section 7A of the Clayton Act (the ‘‘Act’’) requires the parties to certain mergers or acquisitions to file with the Commission and DOJ and wait a specified period before consummating the proposed transaction to allow the Agencies to conduct their initial review of a proposed transaction’s competitive impact. 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. 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 of the Act. 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 in the appendices to part 803, to govern the form of premerger notification to be provided by merging parties. The Commission is amending the HSR Form and Instructions to require VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 use of 10-digit codes based upon the North American Product Classification System (‘‘NAPCS’’) in place of the 10digit codes based upon the North American Industry Classification System (‘‘NAICS’’). Background Item 5 of the HSR Form requires filing persons to submit information regarding dollar revenues and lines of commerce with respect to operations conducted within the United States during a company’s most recently completed year using NAICS and NAICS-based codes. All filing persons submit nonmanufacturing revenue at the 6-digit NAICS industry code level. While the official NAICS classification system only provided for six-digit codes, the United States Census Bureau (‘‘Census’’) developed a 10-digit NAICS-based product classification code for manufactured and mineral products. Filing persons must also report manufacturing revenues (NAICS sectors 31–33) by these 10-digit codes in Item 5 of the HSR Form. These 10-digit codes were updated in conjunction with the data collection for the 2002, 2007, and 2012 Economic Censuses. In 2017, Census updated the 6-digit NAICS codes, but discontinued its use and update of the 10-digit NAICS-based codes. Census, instead, adopted 10-digit codes based upon the North American Product Classification System to report products, including manufactured products. The NAPCS is a comprehensive, market- or demandbased, hierarchical classification system for products (goods and services).1 Census used these 10-digit NAPCS codes, along with the 6-digit NAICS codes in the 2017 Economic Census, which it commenced in May 2018. In addition, Census has published concordance tables that link 2012 NAICS product codes to 2017 NAPCS collection codes.2 Now that the deadline for response to the 2017 Economic Census has passed and Census has 1 See United States Census Bureau, Economic Census, Concordance of 2012 Product Codes to 2017 NAPCS-Based Codes, https://www.census.gov/ programs-surveys/economic-census/guidance/ understanding-napcs.html; United States Census Bureau, North American Product Classification System, https://www.census.gov/eos/www/napcs/ index.html. 2 United States Census Bureau, 2017 NAPCSBased Collection Code to 2012 Product Code: https://www2.census.gov/programs-surveys/ economic-census/technical-documentation/napcs/ 2017_napcs-based_collection_code_to_2012_ product_code.xlsx; United States Census Bureau, 2012 Product Code to 2017 NAPCS-Based Collection Code: https://www2.census.gov/ programs-surveys/economic-census/technicaldocumentation/napcs/2012_product_code_to_ 2017_napcs_based_collection_code.xlsx. PO 00000 Frm 00020 Fmt 4700 Sfmt 4700 published its concordance tables, the Commission has determined that it is appropriate to adopt the use of 10-digit NAPCS codes for reporting manufacturing revenues in the HSR Form. Incorporating the 10-digit NAPCS codes into the HSR Form and the Instructions will ensure that filing persons provide revenues in a format that can be compared to the most recent and complete economic data published by Census. The amended HSR Form and Instructions will continue to require the use of 6-digit NAICS industry codes for non-manufacturing revenues. For manufacturing revenues, filing persons will be required to report revenue in both the 6-digit NAICS industry code, as well as the 10-digit NAPCS product code. The reporting of overlaps in Item 6 and Item 7 has been based upon 6digit NAICS codes and will not change. Revisions to the HSR Form and Instructions The Commission is amending the HSR Form and Instructions to require the reporting of manufacturing revenue by both the applicable 6-digit NAICS code and 10-digit NAPCS code. The changes are as follows: A. HSR Form Item 5 The Commission has deleted the following language: ‘‘5(a) DOLLAR REVENUES BY NONMANUFACTURING INDUSTRY CODE AND BY MANUFACTURED PRODUCT CODE’’ and replaced it with ‘‘5(a) DOLLAR REVENUES BY NAICS INDUSTRY CODE AND BY NAPCSBASED PRODUCT CODE.’’ The Commission has also deleted the following language: ‘‘6-DIGIT INDUSTRY CODE AND/OR 10-DIGIT PRODUCT CODE’’ and replaced it with ‘‘6-DIGIT NAICS INDUSTRY CODE AND/OR 10-DIGIT NAPCS-BASED PRODUCT CODE.’’ Previously, manufactured product revenue (NAICS Sectors 31–33) only needed to be reported at the 10-digit NAICS-based code level, since the relevant 6-digit NAICS code constituted the first 6 digits of the 10-digit code. However, because the 10-digit NAPCSbased codes do not include the 6-digit NAICS code, manufactured product revenue must now be reported by both NAICS and NAPCS codes. For example, assume that a filing person determined that its Item 5 revenues should be reported as follows using NAICS codes: 3111111131 Canned dog food—$50 million 3111111411 Dry and semi-moist dog food—$45 million E:\FR\FM\27JNR1.SGM 27JNR1 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 3111114411 Canned cat food—$35 million 3111114511 Dry and semi-moist cat food—$25 million That filing person would now report the following in Item 5 using NAICS and NAPCS codes: 311111 Dog and Cat Food Manufacturing—$155 million 2009750000 Canned dog food $50— million 2009775000 Dry and semi-moist dog food—$45 million 2009800000 Canned cat food—$35 million 2009825000 Dry and semi-moist cat food—$25 million The reporting requirements for revenue derived from nonmanufacturing operations remain the same. B. HSR Form Revised Date The HSR Form’s ‘‘Revised Date’’ on the bottom of each page has been updated from ‘‘(rev. 01/02/17)’’ to ‘‘(rev. 06/07/19)’’ to reflect the ministerial revisions described in this document. jspears on DSK30JT082PROD with RULES C. Revisions to the Instructions to the Form The Commission is amending the Instructions to the Form as follows. D Page II of the Instructions adds references to the use of the North American Product Classification System and updates references to the North American Industry Classification System to reflect the release of 2017 codes. D Page II of the Instructions also deletes the paragraph that instructed filing parties to continue to use 2012 NAICS codes while Census completed its transition to NAPCS. D The section for Item 5 on Page VII instructs filers that derive revenue from manufacturing operations to use 10-digit NAPCS codes, rather than 10-digit NAICS codes, to report this revenue. D The section for Item 5 on Page VII also instructs filing parties that derive revenue from manufacturing operations to report the sum of those revenues in the appropriate 6-digit NAICS code. D The section for Item 5 on Page VII requires filing parties to check the overlap box for NAICS and NAPCS code overlaps. Filers deriving revenue from manufacturing operations that will report an overlap in Item 7 should check the overlap box for the corresponding 6- 3 By comparison, the dollar thresholds established for total annual receipts of a small VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 digit NAICS code in Item 5, even if there are no 10-digit NAPCS code overlaps. D The section for Item 5 on Page VII is further changed to emphasize that acquired persons are to only include total dollar revenues for all entities included within the acquired entity. 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). In this case, the Commission finds that public comment on these changes is unnecessary. The Commission is amending the HSR Rules to adopt updates developed by the Census for the reporting of manufactured product revenue. These updates do not involve any substantive changes in the HSR Rules’ requirements for entities subject to the Rules. Rather, they merely change the numerical codes used to report manufactured product revenue. In addition, these amendments 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)(3)(A). These changes merely alter the manner in which entities report manufactured product revenue to the Agencies. For these reasons, the Commission finds that there is good cause for adopting this final rule as effective on September 25, 2019 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. Because of the size of the transactions necessary to invoke an HSR filing, the premerger notification rules rarely, if ever, affect small businesses. Indeed, business under the applicable small business size PO 00000 Frm 00021 Fmt 4700 Sfmt 4700 30597 amendments to the Act in 2001 were intended to reduce the burden of the premerger notification program further by exempting all transactions valued at less than $50 million (as adjusted annually).3 Likewise, none of the rule amendments expand the coverage of the premerger notification rules in a way that would affect small business. In addition, the Regulatory Flexibility Act requirements apply 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, to the extent, if any, that the Regulatory Flexibility Act applies, the Commission certifies that these 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 The Commission has existing Paperwork Reduction Act clearance for the HSR Rules (OMB Control Number 3084–0005). The Commission has concluded that these technical amendments do not change the substance or frequency of the preexisting information collection requirements and, therefore, do not require further OMB clearance. List of Subjects in 16 CFR Part 803 Antitrust. By direction of the Commission. April Tabor, Acting Secretary. For the reasons stated above, the Federal Trade Commission amends 16 CFR part 803 as set forth below: PART 803—TRANSMITTAL RULES 1. The authority citation for part 803 continues to read as follows: ■ Authority: 15 U.S.C. 18a(d). 2. Revise appendix A to part 803 to read as follows: ■ Appendix A to Part 803—Notification and Report Form for Certain Mergers and Acquisitions BILLING CODE 6750–01–P standards fall well under $50 million. See 13 CFR 121.201. E:\FR\FM\27JNR1.SGM 27JNR1 30598 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 18 C.F.R. ParU03 - Appeml1t A NOTIFICA'OON AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISIIIOHI FEE INFORMATION D.DDDDDDD TRANSACTION NUMBeR ASStGNeD T~A~~~~-------------------------- (ForPsyerOnly) OR SOCW.. SECURITY NUMBER FORNAlUIW.. PERSONS NAMEOFPAYER(fdiiMrrftltamPERSONFit..JN6J - - - - - - - - - - WIRE 1'MNSFER CJ cr CER UFIED CHECK/MONEY ORDER ATIACHED CJ WIRE TRANSFEROOIIIRRMATIION NO. FROM (NAME OF lNSTI'TU'I"IOH~ IS THIS A CORRECTIVE FH.JNG? 0 YES 0 NO I CASH TENDER OffER? DO YOU REQUEST EARLY TERMINATION Of Ttl: WAmNG PERIOD? (lhllet:Jieti~J~Fy~;t~e~ ffttiJeFeffelai~MtfODfl)e FTC ~ DYES D NO DYES 0 NO IBANKIRUPTCY? D YES D NO web-., WWW..kJOIIJ IS THIS ACQUISITION SUBJECT TO NCJN..US flUNG REQUIREMENTS? ITEM 1 --------------------------- CJ YES CJ •NO HEADQUARTERS ADDRESS 1(e} PERSON FJUNG ADDRESS LINE 2 CITY. STATE CoumR't ZIPCOOE wessme 1(b} PERSON flUNG NOTIFJCATION IS [j an aequiring per:son [j an acquired person 1(q PUT AN "X" IN THE ~ROPRIATE BOX TO DESCRIBE THE PERSON FlUNG NOTIFJCATION D~ D Uninc:ofporaW En~ty D Nat!mll Pemon D ou-~ 1(d) DATA fURNISHED BY Dcalendar year D fiscal ,ear(~ period}: (month/year) to (monlbl~ 1(eJ PUT AN "X" IN THE APPROPRIATE BOX BELOW AND GIVE THE NAME AND ADDRESS OF THE ENTITY FJLJNG NOnRCATION. ~F DIFFB ENT THAN THE ULTIMATE PARENT ENTITY VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00022 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.005</GPH> jspears on DSK30JT082PROD with RULES 1(h) IDENTIFICATION OF AN INDMDUAL LOCATED IN THE UNITED STATES DESIGNATED fOR Ttl: LIMITED PURPOSE OF RECEIVING •NOTICE OF ISSUANCE OF A REQUEST FORADDmONAL INfORMATION OR DOCUMENTS (See§ IHB.20(b)(2)(iii)) 30599 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSClN FlUNG NOliFICATION DAlE ITEM2 2(a) UST NAMES OF ULTIMATE PARENT ENTITIES OF All ACQUIRING PERSONS UST NAMES OF UlTIMATE PARENT ENTITIES OF All ACQUIRED PERSONS 2(b) THIS ACQUISfOON IS fput arr Tin sJl the boxee IIMl applyJ Oanacquisitionofasaets a cansoidafion (see § 801.2) D am&Jger(aae §8012) 0 an acq«lisilian of volinu securilies D an acquisition aulljed to§ 8012 (e) 0 a fonnlillion of a joint venture or other axporaticHl or D a secondary acquisition D an acquisilion SiUIIjed to§ 801.31 0 an acquisition of non-c:orporale interests 0 Giber (apedl'yj uninc:c:llpcnda enlily (aae § 801.40 or§ 801.60) D an acquillition aulljed to §801.30 (lllpflfJily ljtpeJ 2(c;J INDICATE THE HIGHEST NOTIFICATION THRESfiOLO fN § 801.1(h) FOR WHICH THIS FORM IS BEING FILED (actiiJit1tJIIJ)ffttlllJ/IJlrinanacqwlilcwulflll!jlnctwt..,• . , ....., D 1100 m1111on 0 (yt VALUE OF NQN..CClRPCRATE INTERESTS ALREADY HB.D (SMM) l(dl(i) VALUE OF VOTING SECURITIES N.RENJY HELD (IMM) $ (II) PERCENTAGE OF VOTING SECURITIES ALREADY HELD (vi) PERCENTAGE OF NON-CORPORATE INTERESTS ALREADY HEllO % % (Ill) IDTAL VALUE OF VOTING SECURmES TO BE HELD AS A RESULT OF lHE ACQUISffiON ($MM) jspears on DSK30JT082PROD with RULES $ (YII) TOTAL VALUE OF NON-CORPORATE fNI"ERESlS TO BE HB.DAS ARESULT OF THE ACOUISfTlON (SMM) (lvt mTAL PERCENTAGE OF VOTING SECURITIES m BE HELD AS A RESULT OF THE ACQUISITION (vii) mTAL PERCENTAGE OF NONCORPORATE IINTERESTS TO BE HELD AS A RESUlT OF THE ACQUISITION % % Jkt 247001 PO 00000 Frm 00023 UE OF ASSETS TO BE HELD AS J OF TtE ACQUISITION {$MM) $ $ 17:21 Jun 26, 2019 A Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.006</GPH> $ VerDate Sep<11>2014 NiA 30600 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSON RUIIIG NOTIFICATION DAlE ITEM3 l(a) DESCRIPTION Of ACQUISITION ACQUIRING UPE(S) ACQUIRED UPE(S) NAME ADDRESS NAME ADDRESS ADDRESS UNE2 cnY,STATE ADDRESS UNE 2 cnY,STAlE 7JP CODE, COUNTRY 7JP CODE. COUNTRY ACQUIRED ENTITY{S) ACQUIRING ENTITY(S) NAME NAME ADDRESS ADDRESS ADDRESS UNE 2 ADDRESS UNE 2 CITY, STATE cnY,STATE 7JP CODE. COUNTRY ZIP CODE, COUNTRY l(b) SUBMIT A COPY Of THE MOST RECENT VERSION Of THE CONTRACT OR AGREEMENT (or lellerof inlent lo merge or aoquit&J (IF SUflltfl11INe PAPER. DO NOT ATTACH THE IJOCfMENT 10 THIS PAGEl VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00024 Fmt 4700 Sfmt 4725 ATTACHMENT NUMBER E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.007</GPH> jspears on DSK30JT082PROD with RULES TRANSACTION DESCRIPTION Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 30601 ITEM4 PERSONS FILING NOTIFICATION MAY PROVIDE BELOW AN OPTIONAL INDEX OF DOCUMENTS REQUIRED TO BE SUBMITTED BY ITEM 4 (See Item by Item imstnK:tioM). THESE DOCUMENTS SHOULD NOT BE ATTACHED TO THIS PAGE. CENTRAL. INDEX KEY NUMBER 4(a) ENilliES WITHIN THE PERSON FlUNG NOTIFICATION THAT FILE ANNUAL REPORTS WITH THE jspears on DSK30JT082PROD with RULES None ATTACHMENT OR 4(b) ANNUAL REPORTS AND ANNUAL AUDIT REPORTS 0 None REFERENCE NUMBER 4(c) STUDIES, SURVEYS. ANAlVSES. AND REPORTS D None REFERENCE NUMBER .t(d) ADDITIONAl DOCUMENTS D None REFERENCE NUMBER VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00025 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM ATTACHMENT OR 27JNR1 ER27JN19.008</GPH> 0 SECUPITIESAND EXCHANGE COMMISSION 30602 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSON FiliNG NOTIFICAllON DAlE ITEMS 5(a) DOUAR REVENUES BY NAICS INDUSlRY CODE AND BY NAPCS-BASEO PRODUCT CODE. Check None at 1he bottom of1he page and provide explanation if you am not reponing revenue 6-DIGIT NAICS INDUSlRY DESCRIPTION CODEANOIOR VerDate Sep<11>2014 17:21 Jun 26, 2019 TOTALDOIJ.AR REVENUES (IMM) Jkt 247001 PO 00000 Frm 00026 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.009</GPH> jspears on DSK30JT082PROD with RULES 10-01GIT N.APCSBASED PRODUCT CODE. Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 30603 I DAlE 5{b) COMPLETE ONlY IF ACQUISITION IS IN THE FORMATION OF A JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY D Not Applicable 5{b)(Q CONTRIBUTIONS THAT EACH PERSON FORMIING 1HE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY HAS AGREED TO MAKE Alachment S(bJ(I) DESCRIPTION OF CONSIDERATION THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY Will RECEIVE Attachment S(b)(Di) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY WILL ENGAGE Attachment 5(b)CIYJ SOURCE OF DOUAR REVENUES BY 6-DIGIT INDUSTRY CODE (non-manuf.ac:turing) AND BY 10-DIGIT PRODUCT CODE (manufactured) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00027 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.010</GPH> jspears on DSK30JT082PROD with RULES DESCRIPTION 30604 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSON RUNG NOllRCATION DAlE ITEM& 6(8J ENTmES WITHIN PERSON FLING NOTIFICATION NAME CITY COUNTRY &(b) HOLDERS OF PERSON FILING NOTIFICATION ISSUER/ UNINCORPORATED ENTITY SHAREHOLDERI INTEREST HOLDER If. HELD HQAOORESS &(c)(Q HOLDINGS OF PERSON FiliNG NOTIFICATION ISSUERI UPE OF FILING PERSON UNINCORPORATED ENTITY 6(c)(l) HOlDINGS OF ASSOCIATES (ACQUIRING PERSON OM. Y} ISSUER/ VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 If. HELD UNINCORPoRATED ENTITY PO 00000 Frm 00028 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.011</GPH> jspears on DSK30JT082PROD with RULES TOP LEVEl.. ASSOCfATE 30605 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations .-~--~--------~------~----------------~----~------------------------~~----------~------------~ ~r.:-:::1\ I :,:,::::;~CC\ ':"E 1 JCr: I : t::-:<O:.lr-T'IQr: - - - - - -- - - - - -- - - - - -- - - - - - . - - - - - - - - - - . - - - - - - 'l Cl\!) <,·;cKl.-·•~; ~n- C1rr;-;~;J;l :v r:_,;, :- , ----- ------ ------ -------.-----'-----.----- -, 7~"'~11 1 ~ 1 !.QT T'iC:: r.t..:.\:'&;. r;r. f~"-~· .'\~·~,,I..~VTE: f"7: ~~ ;':r:J f ~ 'J f j /,,'Y; '~'FT'il:_ .t.J•.,:,.•;!£:.: 11,,., r:e~c,,..,.r.t nrJ,'T ,:,•_,Q,, i'~Pll'F[' i:.'n~ 1_'\? P?,JFN1Jf:_;3' I~4:. Q('I fl:t\:..; [ ~ ~ ~ ~: ~ ~ ~o!~L:~~:~.~:~:~~=~-.~ ~ :~ ~ ~ ~ ~ [ 7'.ci; ' - - - - - - - - - - . - - - - - [- - - - - -- - - - - -- - - - - -- - - - - - . - - - - - - - - - - . - - - - - -- :::t=::~:,r; tF',: :1C IM ;,~{.A_.\,~!:.r•1 ,~td ... jspears on DSK30JT082PROD with RULES ' VerDate Sep<11>2014 ' :J .•. f"..JCf )t:f:):-<C.t~:: t:JC} :- Ci< XJtC::;:Jl, TF:> :1:- :: r·C .iC<:l::t:L:~~:, ?: r.:r-:C·~: r">t::frD,t...')rv 17:21 Jun 26, 2019 ~~~a P:~ Jkt 247001 PO 00000 Frm 00029 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.012</GPH> [ - - - -. - - - - - ~ ~ ~ ~ ~~ ~ ~ ~~~l~~ ~~:~:-5~-~c~J~:~~::J! ~c~~~~=~~ ~ ~ :~ ~ ~ ~ ~ :~~ 30606 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSat FILING NOTIFICATION DATE ITEMS PRIOR ACQUISITIONS (ACQUIRING PERSON ONL V) NAICSCode AcqUinHI Entity I I Former HQAddress Acquisition Type D Secwilies DAssets D Non Corporate ~nternts Date of Acquisition: Naill& CERTIFICATION This NOliFICATION AND REPORT FORM. together wih any and all appendices and attachments thereto. was prepared and assembled under my supervision in acCOfdance wilh instructions issued by lhe Federal Trade Commission. SUbject to the recognitioo that. where so indicated, reasonable estimales have been made because books and records do not provide the required data, the information is, to the best of my knowledget true, com:ct, and complete in accordance wilh the statute and rules. ~of __________ .~of ___________________________ [SEAL) tis _ _ _ _ dayof______________ • theyeat _ _ _ _ _ _ __ Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00030 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.013</GPH> jspears on DSK30JT082PROD with RULES MyCommisaiof'l expires - - - - - - - - - - - - - - - Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 30607 I NAME OF PERSON FII.JNG NOTIFICATION DATE ~bJOMB 3IJ84.0IIII5 18 C.F.R. Part 803 ·Appendix A NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS Attach the Affidavit required by§ 803.5 to the Form. THE INFORMATION REQUIRED TO BE SUPPUED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS THIS FORM IS REQUIRED BY ilAW and must be filed separately by eacb person whk:h, by reason of a merger, consolidation or acqui&ition, is subject to §7A of the Clayton~ 15 u.s.c. §188, as added by Sedion201 of the Hart..scoti-Rodino Antilrust lmpn:wements Act of 1976, Pub. L No. 94-435, 90 S1at 1390, and rules promulgated thereunder (hereinafter f8lerred to as Wtt.e rules" or by sedion number). Tbe statute and rules are set ·forth in the Federal Register at 43 FR 33450; lhe rules may also be found at 16 CFR Parts 801-03. Failure to file tis Nolilcatlon and Report Form. and to obselve the required waiting period before consummating lhe acquisition in accordance win the applicable provisions of 15 U.S. C. §18a and the rules, subjec:ls any "per.son." as defined in the rules. or any individuals responsible far~. to lability for a penally for each day during 'Which such person is in violation of 15 U.S.C. §18a. The maximum daily dvil penalty amount is listed in 16 C.F.R §1.98(a). Plnuant to the Hart..SCott-Rodino Ad, infannatim and documentary material filed in or with this Form is confidential. It is exempt tom disclosure under the Freedom of fnfonnation Ad, and may be made public om, in an adninistralive or judicial proceeding. or disclosed to Congress or to a duly authorized committee or subcormtitlee of Congress. DISCLOSURE NOnCE~ Public reporting bwden for this repat is estimated to vary from Bto 160 hoUis per response, wilh an average of 37 houm per response, including time for reviewing insbuctions, sean:hing existing data sources, galtering and maintaining the data needed, and campleting and reviewing the CDIIediJn of inbmation. Send c:omments regarding the burden estimate Of any other aspect of tis report. including suggestions for reducing this burden to: Premerger Notilicdon Office, Federal Trade Comrr1ission. 400 7th Sl SW, Roam I 5301, Wsshington, DC 20024 and Office of Information and Regulatory Alfairs, Office of Management and Budget. Washington, DC 20503 Under the Paperwork Reduction Act. as amended, an agency may not condud: or sponsor, and a person is not required to respond to, a coledion of inronnation unless it displays a a.m!Rtty vald OMB control nwnber. That number is 3084-0005, which also appears above. Prlvaey Act Statement-Sedio 18a(a) of Tille 15 of the U.S. Code authorizes the oolledion of this information. Our aulhority to coiled Social Security numbers is 31 U.S.C. 1701. The primmy use of infOrmation submiledon this Fonn 1is to detennine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is coleded, used, and may be shared with other agencies and contractors fOr payment processing, debt colledlon and reporting purposes. Furnishing the infOnnallolt on the Form is votuntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may. however, R!nder a person liable to civil penalties up to the amoont fisted in 16 C.F.R §1.98(a) per day. We also may be unable to process the Fonn unless you pmvide all of the requested informalion. VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00031 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.014</GPH> jspears on DSK30JT082PROD with RULES This page may be omitted when submitting the Form. 30608 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations I NAME OF PERSON FILING NOTIFICATION DATE ~ brOMB 18 C.F.R. Part 803 ·Appendix A NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS 3IJ84.CIII05 Attach the Affidavit required by §803.5 to the Form. THE INFORMATION REQUIRED TO BE SUPPUED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS THIS FORM IS REOOIRED BY LAW and must be filed separately by each person which, by reason of a merger. consolidation or acquisition, issubjedto§7AofthectaytonA.ct. 15 U.S.C. §188, asaddedbySedion201 ofthe Hart-Scott-RodinoAntitrust Improvements Act of 1976, Pub. L No. 94-435, 90 Stat 1390, and rules promulgated thereunder (hereinafter t"efened to rules• or by section number). The statute and rules are set fodh In the Fedetal Register at 43 FR 33460; lhe rules may also be found at 16 CFR Parts 801-03. Fai1ure to file this Notiftcatfon and Report Form, and to observe the required waiting period befOre consummaUng lhe acquisition In accordance witt\ the applicable provisions of 15 U.S.C. §18a and the rules, subjects arrt "per.son." as defined in the rules. or arry Individuals responsible for noncompliance, to liability for a penally for each day during which such person is In violation of 15 U.S.C. §18a. The maxinun daily dvl penalty amount is listed in 18 C.F.R. §1.98(a). as,_ Plnuant to the Hart..SCott-Rodino Act,lnbmatim and documentmy material filed In or with tis Form is confidential. It is exempt from disclosure under lhe Freedom of fnfonnation Act, and may be made public om, in an administrative or judicial proceeding. or disclosed to Congress or to a duly authorized commiltee or subconmlitlee of Congress. DISCLOSURE NOnCE- Public reporting burden fortis report is estimated to vary from Bto 160 hours per response, wilh an average of 37 hours per response, including time for reviewing inslructions, searching existing data sources, galhering and maln1alning lhe data needed, and completing and reviewing the c::dfedion of information. Send comments regarding the burden estimate or any other aspect of tis repon.lnduding suggestions for redudng tis burden to: Premerger Notification Olice, Federal Trade Cornmission. 400 11h St. SW, Roam# 5301, Washington, DC 20024 and Olice of Information and Regulatory Alairs, Office of Management and Budget. Washington, DC 20503 Under the Paperwolk Reduction Act, as amended, an agency 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 c:omrol number. That number is 3084-0005, which also appears abcwe. Privacy Act Statemant-Sedio 18a(a) of Tille 15 of the U.S. Code aulhorizes the mlledion of this infmmation. Our aulhorily to coiled Social Security numbers is 31 U.S.C. 7701. The primmy use of inforntation submitted on tis Fonn is to detemline whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected. used, and may be shared with other agencies and contractors for payment processing, debt collection and repoRfng purposes. Furnishing the intOrmalion on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, nmdet a person liable to civil penalties up to the amount fisted in 16 C.F.R §1.9B(a) per day. We also may be unabfe to 1process the Form unless you provide all of the requested information. This page may be omitted when submitting the Form. jspears on DSK30JT082PROD with RULES VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 Appendix B to Part 803—Instructions to the Notification and Report Form for Certain Mergers and Acquisitions PO 00000 Frm 00032 Fmt 4700 Sfmt 4700 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.015</GPH> 3. Revise appendix B to part 803 to read as follows: ■ Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 30609 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. Information The central office for information and assistance concerning the Form and the Rules is: Premerger Notification Office Federal Trade Commission, Room #5301 400 71h Street, S.W. Washington, D.C. 20024 Phone: (202) 326-3100 E-mail: HSRhelp@ftc.gov The Form must be a searchable PDF document. All other files must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. This includes the affidavit and certification. Label each DVD with the name of the person filing, the name of a contact person and that person's phone number. Leave space on the DVD for the Agencies to write the assigned transaction number and date of receipt. If the DVD or files contain viruses, passwords, or are not readable, the filing will not be accepted and the waiting period will not start. Copies of the Form, Instructions and Rules as well as information to assist in completing the Form are available at the PNO website. For further instructions on DVD filing and specific DVD requirements, go to HSR Resources on 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 HartScott-Rodino Act ("the Act"), the Rules, and the Federal Register Notices issuing the Rules and Rule amendments ("Statements of Basis and Purpose"). The term "documentary attachments" refers Q.O.]y to materials submitted in response to Item 3(b), Item 4 and to submissions pursuant to § 803.1 (b) of the Rules. The terms "person filing" or "filing person" mean the ultimate parent entity ("UPE"). (See§ 801.1 (a)(3)). The terms are used herein interchangeably. 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 Justice ("DOJ") (together, "the Agencies"). Filers have the option of submitting a DVD filing or a paper filing. Filings should be submitted to: In non-§ 801.30 transactions, the affidavit(s) (submitted by both persons filing) must attest that a contract, agreement in principle or letter of intent to merge or acquire has been executed, and further attest to the good faith intention of the person filing notification to complete the transaction. (See § 803.5(b)). Premerger Notification Office Federal Trade Commission, Room #5301 400 71h Street, S.W. Washington, D.C. 20024 and In § 801.30 transactions, the affidavit (submitted Q.O.]y by the acquiring person) must attest: Department of Justice Antitrust Division Premerger and Division Statistics Unit 450 Fifth Street, N.W., Suite 1100 Washington, D.C. 20530 If one or both delivery sites are unavailable, the Agencies may 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 to be acquired has received notice, as described below, from the acquiring person; 2) in the case of a tender offer, that the intention to make the tender offer has been publicly announced; and Instructions to FTC Form C4 (rev.06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00033 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.016</GPH> jspears on DSK30JT082PROD with RULES Affidavits Affidavit(s) are required by§ 803.5 and must attest to the good faith of the persons filing to complete the transaction. Affidavits must be notarized or use the language found in 28 U.S.C. § 1746 relating to unsworn declarations under penalty of perjury. If an entity is filing on behalf of the acquiring or acquired person, the affidavit must still attest to the good faith of the UPE. 30610 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 3) the good faith intention of the person filing notification to complete the transaction. Acquiring persons in § 801.30 transactions are required to submit a copy of the notice received by the acquired person pursuant to § 803.5(a)(3) along with the filing. This notice must include: 1) the identity of the acquiring person and the fact that the acquiring person intends to acquire voting securities of the issuer or non-corporate interests of the unincorporated entity; 2) the specific notification threshold that the acquiring person intends to meet or exceed in an acquisition of voting securities; 3) the fact that the acquisition may be subject to the Act, and that the acquiring person will file notification under the Act; 4) the anticipated date of receipt of such notification by the Agencies; and 5) the fact that the person within which the issuer or unincorporated entity is included may be required to file notification under the Act. (See§ 803.5(a)). when their acquisition is exempt under the Act or Rules. (See § 803.2(c)). Year All references to "year'' refer to calendar year. If data are not available on a calendar year basis, supply the requested data for the fiscal year reporting period that most nearly corresponds to the calendar year specified. References to "most recent year'' mean the most recent calendar or fiscal year for which the requested information is available. North American Industry Classification System (NAICS) and North American Product Classification System (NAPCS) Data The Form requests "dollar revenues" for non-manufactured and manufactured products with respect to operations conducted within the United States, and for products manufactured outside of the United States and sold into the United States. (See § 803.2(d)). Filing persons must submit data by 6-digit NAICS code to reflect both non-manufacturing and manufacturing dollar revenues. To the extent that dollar revenues are derived from manufacturing operations (NAICS Sectors 31-33), filing persons must also submit data by 10-digit NAPCS code. (See Item 5 below). In reporting information by 6-digit NAICS code, refer to the North American Industry Classification System- United States, 2017 published by the Executive Office of the President, Office of Management and Budget. Responses Enter the name of the person filing notification in Item 1(a) on page 1 of the Form, and enter the same name and the date on which the Form is completed at the top of each page of the Form. In reporting information by 10-digit NAPCS code, refer to the concordance tables between 2012 product codes and 2017 NAPCS-based product codes published by the Bureau of the Census. If there is insufficient room on the Form for a response to a particular item, attach "additional pages" behind that item on the Form. Filers must submit a complete set of additional pages within each copy of the Form. Information regarding NAICS and NAPCS is available at www.census.gov. This site also provides assistance in choosing the proper code(s) for reporting in Item 5 of the Form. Each additional page should identify, at the top of the page, the name of the person filing notification, the date on which the Form is completed and the item to which it is addressed. Voluntary submissions pursuant to§ 803.1 (b) should be identified as V-1, V-2, etc. Thresholds Filing fee and notification thresholds are adjusted annually 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). The current threshold values can be found at Current Filing Thresholds. 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. END OF GENERAL SECTION 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 in Items 5-7: 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)). Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 II Frm 00034 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.017</GPH> jspears on DSK30JT082PROD with RULES Information need not be supplied regarding assets, voting securities or non-corporate interests currently being acquired Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Fee Information The fee for filing the Form is based on the aggregate total value of assets, voting securities and controlling non-corporate interests to be held as a result of the acquisition: 30611 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 be published in the Federal Register, as required by 15 U.S.C. § 18A(b)(2), and on the PNO website. Note that if either party in illJY transaction requests early termination, it may be granted and 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 authority. Response to this item is voluntary. greater than $50 million (as adjusted) but less than $100 million (as adjusted) $45,000 $100 million (as adjusted) or greater but less than $500 million (as adjusted) $125,000 $500 million or greater (as adjusted) $280,000 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 The preferred method of payment is by electronic wire transfer (EWT). For EWT payments, 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. There are now specific, limited criteria for paying by certified check. Please see the Filing Fee Information page for details. 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. Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Ill Frm 00035 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.018</GPH> jspears on DSK30JT082PROD with RULES 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 363(b) of the Bankruptcy Code (11 U.S.C. § 363). 30612 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Item 1(a) Provide the name, headquarters address and website (if one exists) of the person filing notification. The name of the person filing is the name of the UP E. (See§ 801.1 (a)(3)). Item 1(b) Indicate whether the person filing notification is an acquiring person, an acquired person, or both an acquiring and acquired person. (See§ 801.2). Item 1(c) Put an X in the appropriate box to indicate whether the person in Item 1(a) is a corporation, unincorporated entity, natural person, or other (specify). (See§ 801.1). Item 1(d) Put an X in the appropriate box to indicate whether data furnished in Item 5 is by calendar year or fiscal year. If fiscal year, specify the time period. Item 1(e) Put an X in the appropriate box to indicate if the Form is being filed on behalf of the UPE by another entity within the same person authorized by it to file notification on its behalf pursuant to § 803.2(a), or if the Form is being filed pursuant to§ 803.4 on behalf of a foreign person. Then provide the name and mailing address of the entity filing notification on behalf of the filing person named in Item 1(a) of the Form. Item 1(f) For the acquiring person, if an entity other than the UPE listed in Item 1(a) is making the acquisition, provide the name and mailing address of that entity and the percentage of its voting securities or non-corporate interests held directly or indirectly by the person named in Item 1(a) above. For the acquired person, if the assets, voting securities or noncorporate interests of an entity other than the UPE listed in Item 1(a) are being acquired, provide the name and mailing address of that entity and the percentage of its voting securities or noncorporate interests held directly or indirectly by the person named in Item 1(a) above. Note: The Form has fields for fax numbers in Item 1. Providing fax numbers is no longer necessary. The fields will be deleted during the next update of the HSR Form. Item 2(d) Provide the requested information on assets, voting securities and non-corporate interests. If a combination of assets, voting securities and/or non-corporate interests is being acquired and allocation is not possible, note such information in an endnote. For determining percentage of voting securities, evaluate total voting power per § 801.12. For determining percentage of non-corporate interests, evaluate the economic interests per§ 801.1 (b)(1)(ii). Item 2( d)(i) State the value of voting securities already held. (See§ 801.1 0). Item 2( d)(iv) State the total percentage of voting securities to be held as a result of the acquisition. (See§ 801.12). Item 2(d)(v) State the value of non-corporate interests already held. (See § 801.10). Item 2(d)(vi) 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). IV Instructions to FTC Form C4 (rev. 06/07/19) PO 00000 Note that the 50% notification threshold is the highest threshold and should be used for any acquisition of 50% or more of the voting securities of an issuer, regardless of the value of the voting securities. For instance, an acquisition of 100% of the voting securities of an issuer, valued in excess of $500 million (as adjusted) would cross the 50% notification threshold, not the $500 million (as adjusted) threshold. Frm 00036 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.019</GPH> jspears on DSK30JT082PROD with RULES END OF ITEM 1 Jkt 247001 Item 2(c) This item should only be completed by the acquiring person where voting securities are being acquired. If more than voting securities are being acquired, respond to this item only regarding voting securities. Put an X in the box to indicate the highest applicable threshold for which notification is being filed: $50 million (as adjusted), $100 million (as adjusted), $500 million (as adjusted), 25% (if the value of voting securities to be held is greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (h)). Item 2(d)(iii) 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, address, telephone number, and e-mail address of an individual located in the United States designated for the limited purpose of receiving notice of the issuance of a request for additional information or documentary material. (See§ 803.20(b)(2)(iii)). 17:21 Jun 26, 2019 Item 2(b) Put an X in all the boxes that apply to the transaction. Item 2(d)(ii) State the percentage of voting securities already held. (See §801.12). Item 1(g) Provide the name and title, firm name, address, telephone number, and e-mail address of the primary and secondary individuals to contact regarding the Form. A second contact person is required. (See§ 803.20(b)(2)(ii)). VerDate Sep<11>2014 Item 2(a) Provide the names of all UPEs of acquiring and acquired persons that are parties to the transaction, whether or not they are required to file notification. If a person is not required to file, check the non-reportable box. Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Item 2(d)(viii) State the total percentage of non-corporate interests to be held as a result of the acquisition. (See§§ 801.10 and 801.1 (b)(1)(ii)). Item 2(d)(ix) State the value of assets to be held as a result of the acquisition. (See§ 801.10). Item 2(d)(x) State the aggregate total value of assets, voting securities and non-corporate interests of the acquired person to be held as a result of the acquisition. (See§§ 801.10, 801.12,801.13 and 801.14). 30613 Item 3(a) At the top of Item 3(a), list the name and mailing address of each acquiring and acquired person, and acquiring and acquired entity, whether or not required to file notification. It is not necessary to list every subsidiary wholly-owned owned by an acquired entity. In the Transaction Description section, briefly describe the transaction, indicating whether assets, voting securities or noncorporate interests (or some combination) are to be acquired. Describe the business operation(s) being acquired. If assets, describe the assets and whether they comprise a business operation. Also, indicate what consideration will be received by each party and the scheduled consummation date of the transaction. If any attached transaction documents use coded names to refer to the parties, please provide an index identifying the codes. END OF ITEM 2 If there are additional filings, such as shareholder backside filings, associated with the transaction, identify those. Also, identify any 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. v Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00037 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.020</GPH> jspears on DSK30JT082PROD with RULES END OF ITEM 3 30614 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Item 4(a) Provide the names of all entities within the person filing notification, including the UPE, that file annual reports (Form 10-K or Form 20-F) with the United States Securities and Exchange Commission, and provide the Central Index Key (CIK) number for each entity. Item 4(b) Provide the most recent annual reports and/or annual audit reports (or, if audited is unavailable, unaudited) of the person filing notification. The acquiring person should also provide the most recent reports of the acquiring entity(s) and any controlled entity whose dollar revenues contribute to an overlap reported in Item 7. The acquired person should also provide the most recent reports of the acquired entity(s). Natural persons need only provide the most recent reports for the highest level entity(s) they control. Do not provide personal balance sheets or tax returns. If the most recent reports do not show sales or assets sufficient to meet the size of person test, and the size of person test is relevant given the size of the transaction, the filing person must stipulate in Item 4(b) that it meets the test. Privilege Note that if the filing person withholds or redacts portions of any document responsive to Items 4(c) and 4(d) based on a claim of privilege, the person must provide a statement of reasons for noncompliance (a "privilege log") detailing the claim of privilege for each withheld or redacted document. (See § 803.3(d)). For each document, include the: 1) title of the document; 2) its author; 3) author's title/position; 4) addressee; 5) addressee's title/position; 6) date; 7) subject matter; 8) all recipients of the original and any copies; 9) recipients' titles/positions; 10) document's present location; and 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 the document. (See§ 803.2(e)). Items 4(c) and 4(d) For each document responsive to Items 4(c) and 4(d), provide the: 1) document's title; 2) date of preparation; and 3) name and title of each individual who prepared the document. If a specific date is not available, indicate the month and year the document was prepared. Alternatively, it is acceptable to indicate that the document was prepared under the supervision of the lead author and to provide the name and title of that author. If a third party prepared the document, the date of preparation and the name of the third party will suffice. Numbering Number each document provided in response to Items 4(c) and 4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3, 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 providing only one document, identify it as 4(c)-1 or 4(d)-1. 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Item 4(c) Provide all studies, surveys, analyses and reports which were prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth or expansion into product or geographic markets. Item 4(d) Item 4(d)(i) Provide all Confidential Information Memoranda prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) of the UPE of the acquiring or acquired person or of the acquiring or acquired entity(s) that specifically relate to the sale of the acquired entity(s) VI Frm 00038 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.021</GPH> jspears on DSK30JT082PROD with RULES When submitting a document responsive to both 4(c) and 4(d), list it only once, under 4(c) Q[ 4(d). If a document is responsive to both 4(c) and 4(d), do not cross-reference. VerDate Sep<11>2014 If a privileged document was circulated to a group, such as the Board or an investment committee, the name of the group is sufficient, but the filing person should be prepared to disclose the names and titles/positions of the individual group members, if requested. If the claim of privilege is based on advice from inside and/or outside counsel, the name of the inside and/or outside counsel providing the advice (and the law firm, if applicable) must be provided. If several lawyers participated in providing advice, identifying lead counsel is sufficient. In identifying who controls a document, the name of the law firm is sufficient. When creating a privilege log, use a separate numbering system for withheld documents, such as P-1, P-2, etc. Redacted documents should also be listed in a separate log that complies with § 803.3(d). If a large group of people prepared the document, list all the authors and their titles, identifying the principal authors. Instructions to FTC Form C4 (rev. 06/07/19) Additionally, the filing person must state the factual basis supporting the privilege claim in sufficient detail to enable staff to assess the validity of the claim for each document without disclosing the protected information. Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 30615 ITEMS 5 THROUGH 7 or assets. If no such Confidential Information Memorandum exists, submit any document(s) given to any officer(s) or director(s) of the buyer meant to serve the function of a Confidential Information Memorandum. This does not include ordinary course documents and/or financial data shared in the course of due diligence, except to the extent that such materials served the purpose of a Confidential Information Memorandum when no such Confidential Information Memorandum exists. Documents responsive to this item are limited to those produced up to one year before the date of filing. Item 4(d)(ii) Provide all studies, surveys, analyses and reports prepared by investment bankers, consultants or other third party advisors ("third party advisors") for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) of the UPE of the acquiring or acquired person or of the acquiring or acquired entity(s) for the purpose of evaluating or analyzing market shares, competition, competitors, markets, potential for sales growth or expansion into product or geographic 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. Item 4(d)(iii) Provide all studies, surveys, analyses and reports evaluating or analyzing synergies and/or efficiencies prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition. Financial models without stated assumptions need not be provided in response to this item. Limited response for acquired person. For Items 5 through 7, the acquired person should limit its response in the case of an acquisition of: 1) assets, to the assets to be acquired; 2) voting securities, to the issuer(s) whose voting securities are being acquired and all entities controlled by such issuer; and/or 3) non-corporate interests, to the unincorporated entity(s) being acquired and all entities controlled by such unincorporated entity(s). A person filing as both acquiring and acquired persons may be required to provide a separate response to Items 5 through 7 in each capacity so that it can properly limit its response as an acquired person. (See§§ 803.2(b) and (c)). This item requests information regarding dollar revenues. (See NAICS and NAPCS Data section on page II). All persons must submit all dollar revenues at the 6-digit NAICS industry code level. To the extent that dollar revenues are derived from manufacturing operations (NAICS Sectors 31-33), filers must also submit revenue by 10-digit NAPCS code. Concordance tables between 2012 10-digit NAICS codes and 10-digit 2017 NAPCS codes are available at https:/fwww.census.gov/programssurveys/economic-census/quidance/understandinq-napcs.html. List all NAICS and NAPCS codes in ascending order. Acquiring persons filing notification should include the total dollar revenues for all entities included within the person filing notification at the time the Form is prepared. Acquired persons filing notification should include the total dollar revenues for all entities included within the acquired entity at the time the Form is prepared. If no dollar revenues are reported, check the "None" box and provide a brief explanation. END OF ITEM 4 Item 5(a) Provide 6-digit NAICS industry data concerning the aggregate U.S. operations of the person filing notification for the most recent year in all 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). Additionally, provide 10-digit NAPCS 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, 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 codes and 10-digit NAPCS codes may be provided. Instructions to FTC Form C4 (rev.06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 VII Frm 00039 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.022</GPH> jspears on DSK30JT082PROD with RULES Check the Overlap box for every 6-digit manufacturing and nonmanufacturing NAICS code and every 10-digit NAPCS code in which both parties to the transaction generate dollar revenues. 30616 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations Item 5(b} Complete only if the acquisition is the formation of a joint venture corporation or unincorporated entity. (See§§ 801.40 and 801.50). If the acquisition is not the formation of a joint venture, check the "Not Applicable" box. Item 5(b}(i} List the contributions that each person forming the joint venture corporation or unincorporated entity has agreed to make, specifying when each contribution is to be made and the value of the contribution as agreed by the contributors. Item 5(b}(ii} Describe fully the consideration that each person forming the joint venture corporation or unincorporated entity will receive in exchange for its contribution(s). Item 5(b}(iii} Describe generally the business in which the joint venture corporation or unincorporated entity will engage, including its principal types of products or activities, and the geographic areas in which it will do business. Item 5(b}(iv} Identify each 6-digit NAICS industry code in which the joint venture corporation or unincorporated entity will derive dollar revenues. If the joint venture corporation or unincorporated entity will be engaged in manufacturing, also specify each 10-digit NAICS product code in which it will derive dollar revenues. END OF ITEM 5 An acquired person does not complete Item 6 if the transaction involves only the acquisition of assets. If the transaction involves a mix of assets along with voting securities and/or non-corporate interests, the acquired person must complete Item 6 as related to the voting securities and noncorporate interests. Item 6(a} Subsidiaries of filing person. List the name, city and state/country of all U.S. entities, and all foreign entities that have sales in or into the U.S., that are included within the person filing notification. Entities with total assets of less than $10 million may be omitted. Alternatively, the filing person may report all entities within it. Item 6(b} Minority shareholders. For the acquired entity(s) and for the acquiring entity(s) and its UPE or, in the case of natural persons, the top-level corporate or unincorporated entity(s) within that UPE, list the name and headquarters mailing address of each shareholder that holds 5% or more but less than 50% of the outstanding voting securities or non-corporate interests of the entity, and the percentage of voting securities or non-corporate interests held by that person. (See § 801.1 (c)) For limited partnerships, only the general partner(s), regardless of percentage held, should be listed. Item 6(c} 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 offiling 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. Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 VIII Frm 00040 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.023</GPH> jspears on DSK30JT082PROD with RULES The acquired person should limit its response, based on its knowledge or belief, to entities that derive dollar revenues in the Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations same 6-digit NAICS industry code as the acquiring person. Item 6(c)(ii) Minority holdings of associates. This item should only be completed by the acquiring person. Based on the knowledge or belief of the acquiring person, for each associate (see§ 801.1 (d)(2)) of the acquiring person holding: 1) 2) 5% or more but less than 50% of the voting securities or non-corporate interests of the acquired entity(s); and/or 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity 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; list the associate, the issuer or unincorporated entity and the percentage held. 30617 If, to the knowledge or belief of the person filing notification, the acquiring person, or any associate (see§ 801.1 (d)(2)) of the acquiring person, derived any amount of dollar revenues (even if omitted from Item 5) in the most recent year from operations: 1) in industries within any 6-digit NAICS industry code in which any acquired entity that is a party to the acquisition also derived any amount of dollar revenues in the most recent year; QI 2) in which a joint venture corporation or unincorporated entity will derive dollar revenues; then for each such 6-digit NAICS industry code follow the instructions below for this section. 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 by the joint venture and any assets of the acquiring person or its associates not contributed to the joint venture. Also, if the acquiring person reports an associate overlap only, the acquired person does not need to respond to Item 7. Item 7(a) 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. END OF ITEM 6 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 ?(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)(b), the person filing notification may respond with the word "national" if business is conducted in all 50 states. Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 IX Frm 00041 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.024</GPH> jspears on DSK30JT082PROD with RULES Item 7(c)(i) NA/CS 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 30618 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations 442 443 516 518 519 523 by Item 7(c)(iv)(b), the relevant geographic information is all states or, if desired, portions thereof. Item 7(c}(ii) NAICS Sector 42 For each 6-digit NAICS industry code within NAICS Sector 42 (wholesale trade) listed in Item 7(a), list the states or, if desired, portions thereof in which the customers of the person filing notification are located. 5242 525 53 54 55 56 Item 7(c}(iii) NA/CS Industry Group 5241 For each 6-digit NAICS industry code within NAICS Industry Group 5241 (insurance carriers) listed in Item 7(a), list the state(s) in which the person filing notification is licensed to write insurance. Item 7(c}(iv)(a) Other NAICS Sectors For each 6-digit NAICS industry code listed in item 7(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. 11 21 22 23 48-49 511 515 517 71 agriculture, forestry, fishing and hunting mining utilities construction transportation and warehousing publishing industries broadcasting telecommunications arts, entertainment and recreation 61 7212 7213 813 8114 furniture and home furnishings stores electronics and appliance stores internet publishing & broadcasting internet service providers other information services securities, commodity contracts and other financial investments and related activities insurance agencies and brokerages, and other insurance related activities funds, trusts and other financial vehicles real estate and rental and leasing professional, scientific and technical services management of companies and enterprises administrative and support and waste management and remediation services educational services recreational vehicle parks and recreational camps rooming and boarding houses religious, grantmaking, civic, professional, and similar organizations personal and household goods repair and maintenance Item 7(d) This item should only be completed by the acquiring person. Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv) to respond to this item, providing the information for associates of the acquiring person. Provide separate responses for each associate of the acquiring person and, if different, the controlled operating company(s) that actually derived the dollar revenues. 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 32512 32732 32733 44-45 512 521 522 532 62 72 811 812 nonmetallic mineral mining and quarrying industrial gases concrete concrete products retail trade, except 442 (furniture and home furnishings stores), and 443 (electronics and appliance stores) motion picture and sound recording industries monetary authorities - central bank credit intermediation and related activities rental and leasing services health care and social assistance accommodations and food services, except 7212 (recreational vehicle parks and recreational camps), and 7213 (rooming and boarding houses) repair and maintenance, except 8114 (personal and household goods repair and maintenance) personal and laundry services Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 X Frm 00042 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.025</GPH> jspears on DSK30JT082PROD with RULES Item 7(c)(iv)(c) For each 6-digit NAICS industry code listed in item 7(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. Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations This item should only be completed by the acquiring person. Determine each 6-digit NAICS industry code listed in Item 7(a), in which the acquiring person derived dollar revenues of $1 million or more in the most recent year and in which either: 1) 2) 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 derive dollar revenues of $1 million or more); QI in the case of acquired assets, to which dollar revenues of $1 million or more were attributable in the most recent year. For each such 6-digit NAICS industry code, list all acquisitions of entities or assets deriving dollar revenues in that 6-digit NAICS industry code made by the acquiring person in the five years prior to the date of the instant filing, even if the transaction was nonreportable. List only acquisitions of 50% or more of the voting securities of an issuer or 50% or more of non-corporate interests of an unincorporated entity that had annual net sales or total assets greater than $10 million in the year prior to the acquisition, 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. For each such acquisition, supply: 1) the 6-digit NAICS industry code (by number and description) identified above in which the acquired entity derived dollar revenues; 2) the name of the entity from which the assets, voting securities or non-corporate interests were acquired; 3) the headquarters address of that entity prior to the acquisition; 4) whether assets, voting securities or non-corporate interests were acquired; and 5) 30619 See § 803.6 for requirements. The certification must be notarized or use the language found in 28 U.S.C. § 1746 relating to unsworn declarations under penalty of perjury. Section 18a(a) ofTitle 15 of the U.S. Code authorizes the collection of this information. Our authority to collect Social Security numbers is 31 U.S.C. § 7701. The primary use of information submitted on this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a person liable to civil penalties up to the amount listed in 16 C.F.R. §1.98(a) per day. We also may be unable to process the Form unless you provide all of the requested information. Public reporting burden for this report is estimated to vary from 8 to 160 hours per response, with an average of 37 hours per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this report, including suggestions for reducing this burden to: Premerger Notification Office Federal Trade Commission, Room #5301 400 7th Street, S.W. Washington, D.C. 20024 and Office of Information and Regulatory Affairs Office of Management and Budget Washington, D.C. 20503 the consummation date of the acquisition. Under the Paperwork Reduction Act, as amended, an agency 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 ITEM 8 XI Instructions to FTC Form C4 (rev. 06/07/19) VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 PO 00000 Frm 00043 Fmt 4700 Sfmt 4725 E:\FR\FM\27JNR1.SGM 27JNR1 ER27JN19.026</GPH> jspears on DSK30JT082PROD with RULES END OF FORM INSTRUCTIONS 30620 Federal Register / Vol. 84, No. 124 / Thursday, June 27, 2019 / Rules and Regulations BILLING CODE 6750–01–C ACTION: [FR Doc. 2019–13225 Filed 6–26–19; 8:45 am] Final rule. The Commission is adopting eXtensible Business Reporting Language (XBRL) as the standard for filing the Commission Form Nos. 1, 1–F, 2, 2–A, 3–Q electric, 3–Q natural gas, 6, 6–Q, 60, and 714. The use of XBRL will make the information in these forms easier for filers to submit and data users to analyze, and assist in automating regulatory filings. The Commission believes that transitioning from the current Visual FoxPro system to XBRL will decrease the costs, over time, of preparing the necessary data for submission and complying with future changes to filing requirements set forth SUMMARY: BILLING CODE 6750–01–P DEPARTMENT OF ENERGY Federal Energy Regulatory Commission 18 CFR Parts 141 and 385 [Docket No. RM19–12–000; Order No. 859] Revisions to the Filing Process for Commission Forms Federal Energy Regulatory Commission. AGENCY: by the Commission. In addition, the Commission is revising its regulations to require filers of Form No. 1–F to file their report in electronic media. DATES: This rule is effective August 26, 2019. FOR FURTHER INFORMATION CONTACT: Robert Hudson (Technical Information), Office of Enforcement, Federal Energy Regulatory Commission, 888 First Street NE, Washington, DC 20426, (202) 502– 6620, Robert.Hudson@ferc.gov. Michael Chase, Office of General Counsel, Federal Energy Regulatory Commission, 888 First Street NE, Washington, DC 20426, (202) 502–6205, Michael.Chase@ ferc.gov. Paragraph numbers I. Background ............................................................................................................................................................................................ II. Notice of Proposed Rulemaking .......................................................................................................................................................... III. Discussion ........................................................................................................................................................................................... A. Process for Implementing the XBRL-Based Solution ................................................................................................................. 1. Timeline and Structure ......................................................................................................................................................... 2. XBRL Taxonomy .................................................................................................................................................................... B. Regulatory Text Revisions ............................................................................................................................................................ IV. Information Collection Statement ...................................................................................................................................................... V. Environmental Analysis ...................................................................................................................................................................... VI. Regulatory Flexibility Act .................................................................................................................................................................. VII. Document Availability ...................................................................................................................................................................... VIII. Effective Date and Congressional Notification ............................................................................................................................... 1. The Commission is adopting eXtensible Business Reporting Language (XBRL) as the standard for filing the Commission’s Form Nos. 1, 1–F, 2, 2– A, 3–Q electric, 3–Q natural gas, 6, 6– Q, 60, and 714 (VFP Forms or Commission Forms). The Commission concludes that adoption of XBRL will make the information in these forms easier for filers to submit and data users to analyze, and assist in automating regulatory filings. The use of XBRL also will increase efficiency and decrease the costs, over time, of preparing the necessary data for submission and complying with future changes to filing requirements set forth by the Commission. In addition, the Commission is revising its regulations to require Form No. 1–F filers to file their report in electronic media pursuant to 18 CFR 385.2011. jspears on DSK30JT082PROD with RULES I. Background 2. Under the Commission’s regulations, certain entities are required to report information to the Commission by filing one or more forms.1 Currently, 1 See 18 CFR 141.1 (requiring annual filing of FERC Form No. 1, Annual report of Major electric utilities, licensees and others); 18 CFR 141.2 (requiring annual filing of FERC Form No. 1–F, Annual report for Nonmajor public utilities and licensees); 18 CFR 260.1 (requiring annual filing of FERC Form No. 2, Annual report for Major natural VerDate Sep<11>2014 17:21 Jun 26, 2019 Jkt 247001 this information is transmitted to the Commission using a Commissiondistributed software application called Visual FoxPro (VFP). Each entity is required to gather its relevant financial and other data and enter the data into VFP on its own computer system. The entity then uses the VFP software to transmit the information to the Commission. Microsoft Corporation, the developer of the VFP software, no longer supports this application. As a result, on April 25, 2015, the Commission issued an order announcing its intention to replace the current VFP filing format for the VFP Forms with an eXtensible Markup Language (XML)-based filing format.2 In gas companies); 18 CFR 260.2 (requiring annual filing of FERC Form No. 2–A, Annual report for Nonmajor natural gas companies); 18 CFR 141.400 and 18 CFR 260.300 (requiring quarterly filing of FERC Form No. 3–Q, Quarterly financial report of electric utilities, licensees, and natural gas companies); 18 CFR 357.2 (requiring annual filing of FERC Form No. 6, Annual Report of Oil Pipeline Companies); 18 CFR 357.4 (requiring quarterly filing of FERC Form No. 6–Q, Quarterly report of oil pipeline companies); 18 CFR 141.51 (requiring annual filing of FERC Form No. 714, Annual Electric Balancing Authority Area and Planning Area Report); and 18 CFR 366.23 and 18 CFR 369.1 (requiring annual filing of FERC Form No. 60, Annual reports of centralized service companies). 2 Electronic Filing Protocols for Commission Forms, 151 FERC ¶ 61,025 (2015) (April 2015 Order). PO 00000 Frm 00044 Fmt 4700 Sfmt 4700 2 3 4 7 7 18 26 27 36 37 41 44 the April 2015 Order, the Commission stated that XML is the current industry standard for the submission of electronic data. In support of this proposed change, the Commission stated that the XML data format has significant advantages over other approaches because it is non-proprietary and would establish a single standard for nearly all Commission forms, while also providing consistency with the Commission’s current electronic tariff (eTariff) filings and the Electric Quarterly Report (EQR) systems.3 In the April 2015 Order, the Commission directed Commission staff to seek the assistance of the North American Energy Standards Board (NAESB) 4 in the process of developing standards for the submission of the VFP Forms to the Commission.5 NAESB facilitated 18 meetings to discuss the transitioning of the forms to the XML process. In addition to these meetings, Commission staff analyzed different methods for 3 Id. P 5. 4 NAESB serves as a forum for the development and promotion of standards for the wholesale and retail natural gas and electric industries. In response to the Commission’s request on this matter, NAESB performed specific outreach to the oil pipeline industry to include participation from that sector. 5 April 2015 Order, 151 FERC ¶ 61,025 at P 10. E:\FR\FM\27JNR1.SGM 27JNR1

Agencies

FEDERAL TRADE COMMISSION

[Federal Register Volume 84, Number 124 (Thursday, June 27, 2019)]
[Rules and Regulations]
[Pages 30595-30620]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-13225]


=======================================================================
-----------------------------------------------------------------------

FEDERAL TRADE COMMISSION

16 CFR Part 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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

SUMMARY: The Federal Trade Commission (``Commission'' or ``FTC'') is 
amending the Hart-Scott-Rodino (``HSR'') Premerger Notification Rules 
(``Rules'') that require the parties to certain mergers and 
acquisitions to file reports with the 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. The Commission is 
amending the Antitrust Improvements Act Notification and Report Form 
(``HSR

[[Page 30596]]

Form'') and Instructions to require use of 10-digit codes based upon 
the North American Product Classification System in place of the 10-
digit codes based upon the North American Industry Classification 
System.

DATES: The amendments are effective September 25, 2019.

FOR FURTHER INFORMATION CONTACT: Robert 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 and 
wait a specified period before consummating the proposed transaction to 
allow the Agencies to conduct their initial review of a proposed 
transaction's competitive impact. 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.
    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 of the Act.
    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 in the appendices to part 803, to govern the 
form of premerger notification to be provided by merging parties.
    The Commission is amending the HSR Form and Instructions to require 
use of 10-digit codes based upon the North American Product 
Classification System (``NAPCS'') in place of the 10-digit codes based 
upon the North American Industry Classification System (``NAICS'').

Background

    Item 5 of the HSR Form requires filing persons to submit 
information regarding dollar revenues and lines of commerce with 
respect to operations conducted within the United States during a 
company's most recently completed year using NAICS and NAICS-based 
codes. All filing persons submit non-manufacturing revenue at the 6-
digit NAICS industry code level. While the official NAICS 
classification system only provided for six-digit codes, the United 
States Census Bureau (``Census'') developed a 10-digit NAICS-based 
product classification code for manufactured and mineral products. 
Filing persons must also report manufacturing revenues (NAICS sectors 
31-33) by these 10-digit codes in Item 5 of the HSR Form. These 10-
digit codes were updated in conjunction with the data collection for 
the 2002, 2007, and 2012 Economic Censuses.
    In 2017, Census updated the 6-digit NAICS codes, but discontinued 
its use and update of the 10-digit NAICS-based codes. Census, instead, 
adopted 10-digit codes based upon the North American Product 
Classification System to report products, including manufactured 
products. The NAPCS is a comprehensive, market- or demand-based, 
hierarchical classification system for products (goods and 
services).\1\ Census used these 10-digit NAPCS codes, along with the 6-
digit NAICS codes in the 2017 Economic Census, which it commenced in 
May 2018. In addition, Census has published concordance tables that 
link 2012 NAICS product codes to 2017 NAPCS collection codes.\2\ Now 
that the deadline for response to the 2017 Economic Census has passed 
and Census has published its concordance tables, the Commission has 
determined that it is appropriate to adopt the use of 10-digit NAPCS 
codes for reporting manufacturing revenues in the HSR Form.
---------------------------------------------------------------------------

    \1\ See United States Census Bureau, Economic Census, 
Concordance of 2012 Product Codes to 2017 NAPCS-Based Codes, https://www.census.gov/programs-surveys/economic-census/guidance/understanding-napcs.html; United States Census Bureau, North 
American Product Classification System, https://www.census.gov/eos/www/napcs/.
    \2\ United States Census Bureau, 2017 NAPCS-Based Collection 
Code to 2012 Product Code: https://www2.census.gov/programs-surveys/economic-census/technical-documentation/napcs/2017_napcs-based_collection_code_to_2012_product_code.xlsx; United States 
Census Bureau, 2012 Product Code to 2017 NAPCS-Based Collection 
Code: https://www2.census.gov/programs-surveys/economic-census/technical-documentation/napcs/2012_product_code_to_2017_napcs_based_collection_code.xlsx.
---------------------------------------------------------------------------

    Incorporating the 10-digit NAPCS codes into the HSR Form and the 
Instructions will ensure that filing persons provide revenues in a 
format that can be compared to the most recent and complete economic 
data published by Census. The amended HSR Form and Instructions will 
continue to require the use of 6-digit NAICS industry codes for non-
manufacturing revenues. For manufacturing revenues, filing persons will 
be required to report revenue in both the 6-digit NAICS industry code, 
as well as the 10-digit NAPCS product code. The reporting of overlaps 
in Item 6 and Item 7 has been based upon 6-digit NAICS codes and will 
not change.

Revisions to the HSR Form and Instructions

    The Commission is amending the HSR Form and Instructions to require 
the reporting of manufacturing revenue by both the applicable 6-digit 
NAICS code and 10-digit NAPCS code. The changes are as follows:

A. HSR Form Item 5

    The Commission has deleted the following language: ``5(a) DOLLAR 
REVENUES BY NON-MANUFACTURING INDUSTRY CODE AND BY MANUFACTURED PRODUCT 
CODE'' and replaced it with ``5(a) DOLLAR REVENUES BY NAICS INDUSTRY 
CODE AND BY NAPCS-BASED PRODUCT CODE.'' The Commission has also deleted 
the following language: ``6-DIGIT INDUSTRY CODE AND/OR 10-DIGIT PRODUCT 
CODE'' and replaced it with ``6-DIGIT NAICS INDUSTRY CODE AND/OR 10-
DIGIT NAPCS-BASED PRODUCT CODE.''
    Previously, manufactured product revenue (NAICS Sectors 31-33) only 
needed to be reported at the 10-digit NAICS-based code level, since the 
relevant 6-digit NAICS code constituted the first 6 digits of the 10-
digit code. However, because the 10-digit NAPCS-based codes do not 
include the 6-digit NAICS code, manufactured product revenue must now 
be reported by both NAICS and NAPCS codes. For example, assume that a 
filing person determined that its Item 5 revenues should be reported as 
follows using NAICS codes:

3111111131 Canned dog food--$50 million
3111111411 Dry and semi-moist dog food--$45 million

[[Page 30597]]

3111114411 Canned cat food--$35 million
3111114511 Dry and semi-moist cat food--$25 million

    That filing person would now report the following in Item 5 using 
NAICS and NAPCS codes:

311111 Dog and Cat Food Manufacturing--$155 million
2009750000 Canned dog food $50--million
2009775000 Dry and semi-moist dog food--$45 million
2009800000 Canned cat food--$35 million
2009825000 Dry and semi-moist cat food--$25 million

    The reporting requirements for revenue derived from non-
manufacturing operations remain the same.

B. HSR Form Revised Date

    The HSR Form's ``Revised Date'' on the bottom of each page has been 
updated from ``(rev. 01/02/17)'' to ``(rev. 06/07/19)'' to reflect the 
ministerial revisions described in this document.

C. Revisions to the Instructions to the Form

    The Commission is amending the Instructions to the Form as follows.
    [ssquf] Page II of the Instructions adds references to the use of 
the North American Product Classification System and updates references 
to the North American Industry Classification System to reflect the 
release of 2017 codes.
    [ssquf] Page II of the Instructions also deletes the paragraph that 
instructed filing parties to continue to use 2012 NAICS codes while 
Census completed its transition to NAPCS.
    [ssquf] The section for Item 5 on Page VII instructs filers that 
derive revenue from manufacturing operations to use 10-digit NAPCS 
codes, rather than 10-digit NAICS codes, to report this revenue.
    [ssquf] The section for Item 5 on Page VII also instructs filing 
parties that derive revenue from manufacturing operations to report the 
sum of those revenues in the appropriate 6-digit NAICS code.
    [ssquf] The section for Item 5 on Page VII requires filing parties 
to check the overlap box for NAICS and NAPCS code overlaps. Filers 
deriving revenue from manufacturing operations that will report an 
overlap in Item 7 should check the overlap box for the corresponding 6-
digit NAICS code in Item 5, even if there are no 10-digit NAPCS code 
overlaps.
    [ssquf] The section for Item 5 on Page VII is further changed to 
emphasize that acquired persons are to only include total dollar 
revenues for all entities included within the acquired entity.

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).
    In this case, the Commission finds that public comment on these 
changes is unnecessary. The Commission is amending the HSR Rules to 
adopt updates developed by the Census for the reporting of manufactured 
product revenue. These updates do not involve any substantive changes 
in the HSR Rules' requirements for entities subject to the Rules. 
Rather, they merely change the numerical codes used to report 
manufactured product revenue.
    In addition, these amendments 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)(3)(A). These 
changes merely alter the manner in which entities report manufactured 
product revenue to the Agencies.
    For these reasons, the Commission finds that there is good cause 
for adopting this final rule as effective on September 25, 2019 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. 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 further by exempting all transactions 
valued at less than $50 million (as adjusted annually).\3\ Likewise, 
none of the rule amendments expand the coverage of the premerger 
notification rules in a way that would affect small business. In 
addition, the Regulatory Flexibility Act requirements apply 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, to the extent, if any, that the Regulatory Flexibility 
Act applies, the Commission certifies that these 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.
---------------------------------------------------------------------------

    \3\ By comparison, the dollar thresholds established for total 
annual receipts of a small business under the applicable small 
business size standards fall well under $50 million. See 13 CFR 
121.201.
---------------------------------------------------------------------------

Paperwork Reduction Act

    The Commission has existing Paperwork Reduction Act clearance for 
the HSR Rules (OMB Control Number 3084-0005). The Commission has 
concluded that these technical amendments do not change the substance 
or frequency of the pre-existing information collection requirements 
and, therefore, do not require further OMB clearance.

List of Subjects in 16 CFR Part 803

    Antitrust.

    By direction of the Commission.
April Tabor,
Acting Secretary.

    For the reasons stated above, 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. Revise appendix A to part 803 to read as follows:

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

BILLING CODE 6750-01-P

[[Page 30598]]

[GRAPHIC] [TIFF OMITTED] TR27JN19.005


[[Page 30599]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.006


[[Page 30600]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.007


[[Page 30601]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.008


[[Page 30602]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.009


[[Page 30603]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.010


[[Page 30604]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.011


[[Page 30605]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.012


[[Page 30606]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.013


[[Page 30607]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.014


[[Page 30608]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.015


0
3. Revise appendix B to part 803 to read as follows:

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

[[Page 30609]]

[GRAPHIC] [TIFF OMITTED] TR27JN19.016


[[Page 30610]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.017


[[Page 30611]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.018


[[Page 30612]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.019


[[Page 30613]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.020


[[Page 30614]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.021


[[Page 30615]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.022


[[Page 30616]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.023


[[Page 30617]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.024


[[Page 30618]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.025


[[Page 30619]]


[GRAPHIC] [TIFF OMITTED] TR27JN19.026


[[Page 30620]]


BILLING CODE 6750-01-C
[FR Doc. 2019-13225 Filed 6-26-19; 8:45 am]
BILLING CODE 6750-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.