Premerger Notification; Reporting and Waiting Period Requirements, 5748-5774 [2023-01584]

Download as PDF 5748 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Airway segment Changeover points From § 95.8003 To § 95.8005 [FR Doc. 2023–01633 Filed 1–27–23; 8:45 am] BILLING CODE 4910–13–P FEDERAL TRADE COMMISSION 16 CFR Parts 801 and 803 RIN 3084–AB46 Premerger Notification; Reporting and Waiting Period Requirements Federal Trade Commission. Final rule. AGENCY: 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’’) (together the ‘‘Antitrust Agencies’’ or ‘‘Agencies’’) and to wait a specified period of time before consummating such transactions. The Commission is amending the Rules to conform to the new filing fee tiers enacted by the Merger Filing Fee Modernization Act of 2022 (‘‘2022 Amendments’’), contained within the Consolidated Appropriations Act, 2023. DATES: Effective February 27, 2023. FOR FURTHER INFORMATION CONTACT: Robert Jones, Assistant Director, Premerger Notification Office, Bureau of Competition, Federal Trade Commission, 400 7th Street SW, Room CC–5301, Washington, DC 20024, or by telephone at (202) 326–3100, Email: rjones@ftc.gov. SUPPLEMENTARY INFORMATION: SUMMARY: lotter on DSK11XQN23PROD with RULES1 Introduction Section 7A of the Clayton Act (the ‘‘Act’’) requires the parties to certain mergers or acquisitions to file with the Commission and the Assistant Attorney General and wait a specified period before consummating the proposed transaction to allow the Antitrust Agencies to conduct their initial review of a proposed transaction’s competitive 16:22 Jan 27, 2023 VULCAN, AL VORTAC ....................................... 52 EUFAULA. JET Routes Changeover Point J130 is Amended to Delete Changeover Point MC COOK, NE VOR/DME .................................... VerDate Sep<11>2014 From VOR Federal Airway Changeover Point V159 is Amended To Add Changeover Point EUFAULA, AL VORTAC ........................................ ACTION: Distance Jkt 259001 PAWNEE CITY, NE VORTAC ............................ impact. The reporting requirement and the waiting period that it triggers are intended to enable the Agencies to determine whether a proposed merger or acquisition may violate the antitrust laws if consummated and, when appropriate, to seek a preliminary injunction in Federal court to prevent consummation. 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 appendices to part 803, the Notification and Report Form for Certain Mergers and Acquisitions (‘‘HSR Form’’) and Instructions to the Notification and Report Form for Certain Mergers and Acquisitions (‘‘Instructions’’), to govern the form of premerger notification to be provided by merging parties. The Commission is amending parts 801 and 803 of the rules and the HSR Form and Instructions to make the ministerial changes required to conform with the fees and fee tiers established by the 2022 Amendments. Affected in Part 801, Coverage Rules: § 801.1 Definitions. Affected in Part 803, Transmittal Rules: • § 803.9 Filing fee. • Appendix A to Part 803— Notification and Report Form for Certain Mergers and Acquisitions PO 00000 Frm 00028 Fmt 4700 Sfmt 4700 72 MC COOK. • Appendix B to Part 803— Instructions to Notification and Report Form for Certain Mergers and Acquisitions Background In 1990, section 605 of Public Law 101–162, 103 Stat. 1031 (15 U.S.C. 18a note), first required the Federal Trade Commission to assess and collect filing fees from persons acquiring voting securities or assets under the Act. Fee tiers, rather than a single fee, were established in 2000 by section 630(b) of Public Law 106–553, 114 Stat. 2762, 2762A–109. On December 29, 2022, the President signed into law the Consolidated Appropriations Act, 2023, which included the 2022 Amendments. The 2022 Amendments, among other things, amend these fees and fee tiers. See Public Law 117–328, Div. GG, 136 Stat. 4459. Prior to enactment of the 2022 Amendments, filers were required to pay $45,000; $125,000; or $280,000 per transaction, depending on the total value of the transaction. While these fees have remained constant since adoption in 2000, the value of the acquisition to which they apply had adjusted annually since 2005 to reflect changes in the gross national product (‘‘GNP’’).1 The new fee structure enacted by the 2022 Amendments includes six, rather than three, tiers. The filing fee has been lowered for certain transactions, but increased for others, particularly for acquisitions valued at more than $1 billion. As enacted, the fee thresholds for 2023 are as follows: 2 Size (value) of transaction <$161.5 million ......................... $161.5 to <$500 million ............ $500 million to <$1 billion ........ $1 billion to <$2 billion ............. $2 billion to <$5 billion ............. $5 billion or more ...................... Fee $30,000 100,000 250,000 400,000 800,000 2,250,000 1 See Public Law 106–553, 114 Stat. at 2762A–109 to –110, amending Section 605 of title VI of Public Law 101–162 (15 U.S.C. 18a note). 2 See the notice ‘‘Revised Jurisdictional Thresholds,’’ published in the January 26, 2023, issue of the Federal Register (88 FR 5004). E:\FR\FM\30JAR1.SGM 30JAR1 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Beginning in Fiscal Year 2024, the filing tiers will be adjusted annually to reflect changes in the GNP for the previous year.3 Additionally, beginning in Fiscal Year 2024, the 2022 Amendments will require the filing fees to be increased annually, if the percentage increase in the consumer price index (‘‘CPI’’) for the prior year as compared to the CPI for the fiscal year ended on September 30, 2022, is greater than one percent.4 Such adjustments to the fees will be rounded to the nearest $5,000. The Commission, with the concurrence of the Assistant Attorney General, is making the required ministerial revisions to parts 801 and 803 of the Rules and to the HSR Form and Instructions to conform to these changes. I. Changes to Section 801.1 Definitions lotter on DSK11XQN23PROD with RULES1 Section 801.1(m), Definition of The Act The Commission is making a ministerial change to the definition of ‘‘the act’’ to include reference to the 2022 Amendments. The Commission is not making any material changes to this section. II. Changes to Section 803.9 Filing Fee Section 803.9 describes how fees are determined and paid. The Commission is amending all eight of the examples in § 803.9 to conform with the changes to the fees and fee tiers required by the 2022 Amendments, to update dates and dollar values to reflect more recent adjusted jurisdictional thresholds, and to add clarity to the examples. Since the fees and fee tiers will not adjust until after fiscal year 2023, references to fees and fee tiers do not include ‘‘(as adjusted).’’ The Commission will adopt amendments to the Rules to reference ‘‘as adjusted’’ fees and fee tiers at the appropriate time. Specifically, the Commission will amend the examples in § 803.9 as follows: • Revising Example 1 to update the determination of the filing fee to be consistent with the 2022 Amendments; and eliminate ‘‘(as adjusted)’’ from filing fee tiers. • Revising Example 2 to provide example dollar values more in line with current adjusted jurisdictional thresholds; update the determination of the filing fee to be consistent with the 2022 Amendments; and eliminate ‘‘(as adjusted)’’ from filing fee tiers. • Revising Example 3 to provide a date and example dollar values more in line with current adjusted jurisdictional thresholds; and update the 3 Public Law 117–328, 136 Stat. 4459, Div. GG, Title I. 4 Id. VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 determination of the filing fee to be consistent with the 2022 Amendments. • Revising Example 4 to update the determination of the filing fee to be consistent with the 2022 Amendments; eliminate ‘‘(as adjusted)’’ from filing fee tiers; and eliminate reference to an explanation of valuation, which had been eliminated in prior rulemakings.5 • Revising Example 5 to update the determination of the filing fee to be consistent with the 2022 Amendments; eliminate ‘‘(as adjusted)’’ from filing fee tiers; and eliminate reference to an explanation of valuation, which had been eliminated in prior rulemakings.6 • Revising Example 6 to update the determination of the filing fee to be consistent with the 2022 Amendments; eliminate ‘‘(as adjusted)’’ from filing fee tiers; and add ‘‘(as adjusted)’’ to jurisdictional and notification thresholds. • Revising Example 7 to provide a date and example dollar values more in line with current adjusted jurisdictional thresholds; update the determination of the filing fee to be consistent with the 2022 Amendments; and eliminate reference to an explanation of valuation, which had been eliminated in prior rulemakings.7 • Revising Example 8 to provide example dollar values more in line with current adjusted jurisdictional thresholds; and update the determination of the filing fee to be consistent with the 2022 Amendments. III. Changes to Appendix A to Part 803—Notification and Report Form for Certain Mergers and Acquisitions The Commission is amending appendix A to part 803, the HSR Form, to make ministerial changes to conform to the 2022 Amendments. The Commission is amending the ‘‘Fee Information’’ portion of the HSR Form to incorporate the six new fee tiers and fees. IV. Changes to Appendix B to Part 803—Instructions to the Notification and Report Form for Certain Mergers and Acquisitions The Commission is amending appendix B to part 803, the Instructions, to make ministerial changes to conform to the 2022 Amendments. Specifically, the Commission is changing the ‘‘Fee Information’’ section of the Instructions to reflect the new fee tiers and introduction of adjustments to the fees. Additionally, because the 2022 5 See, 82 FR 32123 (July 12, 2017); 76 FR 42471 (July 19, 2011). 6 Id. 7 Id. PO 00000 Frm 00029 Fmt 4700 Sfmt 4700 5749 Amendments will require the relevant valuation of the acquisition and the fees themselves to be adjusted annually, the Commission is eliminating the table on page III of the instructions, leaving the web link that will update each time the fees and fee tier valuations change. V. 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 conform with the new fee tiers and fees enacted by Congress. These updates do not involve any substantive changes in the HSR Rules’ requirements for entities subject to the Rules. Rather, they are conforming updates to the definition of the HSR Act and examples of how to calculate the appropriate fee. 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). For these reasons, the Commission finds that there is good cause under 5 U.S.C. 553(b)(3) for adopting this final rule as effective on February 27, 2023, without prior public comment. VI. 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 E:\FR\FM\30JAR1.SGM 30JAR1 5750 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations annually).8 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. VII. 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. VIII. Other Matters Pursuant to the Congressional Review Act (5 U.S.C. 801 et seq.), the Office of Information and Regulatory Affairs designated this rule as not a ‘‘major rule,’’ as defined by 5 U.S.C. 804(2). List of Subjects in 16 CFR Parts 801 and 803 Antitrust. For the reasons stated in the preamble, the Federal Trade Commission is amending 16 CFR parts 801 and 803 as set forth below: PART 801—COVERAGE RULES 1. The authority citation for part 801 continues to read as follows: ■ Authority: 15 U.S.C. 18a(d). 2. Amend § 801.1 by revising paragraph (m) to read as follows: ■ § 801.1 Definitions. lotter on DSK11XQN23PROD with RULES1 * * * * * (m) The act. References to ‘‘the act’’ refer to Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Public Law 8 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. VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 94–435, 90 Stat. 1390, and as amended by Public Law 106–553, 114 Stat. 2762, and Public Law 117–328, Div. GG, 136 Stat. 4459. References to ‘‘Section 7A()’’ refer to subsections of Section 7A of the Clayton Act. References to ‘‘this section’’ refer to the section of these rules in which the term appears. * * * * * PART 803—TRANSMITTAL RULES 3. The authority citation for part 803 continues to read as follows: ■ Authority: 15 U.S.C. 18a(d). 4. Amend § 803.9 by revising paragraph (a) to read as follows: ■ § 803.9 Filing fee. (a) Each acquiring person shall pay the filing fee required by the act to the Federal Trade Commission, except as provided in paragraphs (b), (c), and (f) of this section. No additional fee is to be submitted to the Antitrust Division of the Department of Justice. Examples: (1) ‘‘A’’ wishes to acquire voting securities issued by B, where the greater of the acquisition price and the market price is in excess of $50 million (as adjusted) but less than $100 million (as adjusted) pursuant to § 801.10 of this chapter. When ‘‘A’’ files notification for the transaction, it must indicate the $50 million (as adjusted) threshold. If the value of the voting securities is less than $161.5 million, ‘‘A’’ must pay a filing fee of $30,000 because the aggregate total amount of the acquisition is greater than $50 million (as adjusted) but less than $161.5 million. If the aggregate total value of the voting securities is at least $161.5 million, but less than $500 million, ‘‘A’’ must pay a filing fee of $100,000. (2) ‘‘A’’ acquires $75 million of assets from ‘‘B.’’ The parties meet the size of person criteria of section 7A(a)(2)(B) of the act, but the transaction is not reportable because it does not exceed the $50 million (as adjusted) size of transaction threshold of that provision. Two months later ‘‘A’’ acquires additional assets from ‘‘B’’ valued at $175 million. Pursuant to the aggregation requirements of § 801.13(b)(2)(ii) of this chapter, the aggregate total amount of ‘‘B’s’’ assets that ‘‘A’’ will hold as a result of the second acquisition is $250 million. Accordingly, when ‘‘A’’ files notification for the second transaction, ‘‘A’’ must pay a filing fee of $100,000 because the aggregate total amount of the acquisition is less than $500 million, but not less than $161.5 million. (3) In 2023, ‘‘A’’ acquires $115 million of voting securities issued by B after PO 00000 Frm 00030 Fmt 4700 Sfmt 4700 submitting its notification and $30,000 filing fee and indicates the $50 million (as adjusted) threshold. Two years later, ‘‘A’’ files to acquire additional voting securities issued by B valued at $114.4 million because it will exceed the next higher reporting threshold (see § 801.1(h) of this chapter). Assuming the second transaction is reportable, and the value of its initial holdings is unchanged (see §§ 801.13(a)(2) and 801.10(c) of this chapter), the provisions of § 801.13(a)(1) of this chapter require that ‘‘A’’ report that the total value of the second transaction is $229.4 million, which is in excess of $100 million (as adjusted) notification threshold. This is because ‘‘A’’ must aggregate previously acquired securities in calculating the value of B’s voting securities that it will hold as a result of the second acquisition. ‘‘A’’ should pay a filing fee of $100,000 because the total value is greater than $161.5 million but less than $500 million. (4) ‘‘A’’ signs a contract with a stated purchase price of $162 million, subject to adjustments, to acquire all of the assets of ‘‘B.’’ If the amount of adjustments can be reasonably estimated, the acquisition price—as adjusted to reflect that estimate—is determined. If the amount of adjustments cannot be reasonably estimated, the acquisition price is undetermined. In either case the board or its delegee must also determine in good faith the fair market value. (§ 801.10(b) of this chapter states that the value of an asset acquisition is to be the fair market value or the acquisition price, if determined and greater than fair market value.) ‘‘A’’ files notification and submits a $30,000 filing fee. ‘‘A’’ ’s decision to pay that fee may be justified on either of two bases. First, ‘‘A’’ may have concluded that the acquisition price can be reasonably estimated to be less than $161.5 million, because of anticipated adjustments—e.g., based on due diligence by ‘‘A’s’’ accounting firm indicating that one third of the inventory is not saleable. If fair market value is also determined in good faith to be less than $161.5 million, the $30,000 fee is appropriate. Alternatively, ‘‘A’’ may conclude that because the adjustments cannot reasonably be estimated, the acquisition price is undetermined. If so, ‘‘A’’ would base the valuation on the good faith determination of fair market value. The acquiring party’s execution of the Certification also attests to the good faith valuation of the value of the transaction. (5) ‘‘A’’ contracts to acquire all of the assets of ‘‘B’’ for in excess of $500 million. The assets include hotels, office E:\FR\FM\30JAR1.SGM 30JAR1 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations lotter on DSK11XQN23PROD with RULES1 buildings, and rental retail property, all of which are exempted by § 802.2 of this chapter. Section 802.2 directs that these assets are exempt from the requirements of the act and that reporting requirements for the transaction should be determined by analyzing the remainder of the acquisition as if it were a separate transaction. Furthermore, § 801.15(a)(2) of this chapter states that those exempt assets are never held as a result of the acquisition. Accordingly, the aggregate amount of the transaction is in excess of $161.5 million), but less than $500 million. ‘‘A’’ will be liable for a filing fee of $100,000, rather than $250,000, because the value of the transaction is not less than $161.5 million but is less than $500 million. (6) ‘‘A’’ acquires coal reserves from ‘‘B’’ valued at $150 million. No notification or filing fee is required because the acquisition is exempted by § 802.3(b) of this chapter. Three months later, A proposes to acquire additional coal reserves from ‘‘B’’ valued at $500 million. This transaction is subject to the notification requirements of the act because the value of the acquisition exceeds the $200 million limitation on the exemption in § 802.3(b). As a result of § 801.13(b)(2)(ii) of this chapter, the prior $150 million acquisition must be added because the additional $500 million of coal reserves were acquired VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 from the same person within 180 days of the initial acquisition. Because aggregating the two acquisitions exceeds the $200 million exemption limitation, § 801.15(b) of this chapter directs that ‘‘A’’ will also hold the previously exempt $150 million acquisition; thus, the aggregate amount held as a result of the $500 million acquisition exceeds $500 million. Accordingly, ‘‘A’’ must file notification to acquire the coal reserves valued in excess of $500 million), but less than $1 billion and pay a filing fee of $250,000. (7) In 2023, ‘‘A’’ intends to acquire 20 percent of the voting securities of B, a non-publicly traded issuer. The agreed upon acquisition price is $160.5 million subject to post-closing adjustments of up to plus or minus $2 million. ‘‘A’’ estimates that the adjustments will be minus $1 million. In this example, since ‘‘A’’ is able in good faith to reasonably estimate the adjustments to the agreedon price, the acquisition price is deemed to be determined and the appropriate filing fee threshold is $50 million (as adjusted). Even if the postclosing adjustments cause the final price actually paid to exceed $161.5 million, ‘‘A’’ would be deemed to hold $159.5 million in B voting securities as a result of this acquisition. Note, that any additional acquisition by ‘‘A’’ of B PO 00000 Frm 00031 Fmt 4700 Sfmt 4700 5751 voting may trigger another filing and require the appropriate fee. (8) ‘‘A’’ intends to make a cash tender offer for a minimum of 50 percent plus one share of the voting securities of B, a non-publicly traded issuer, but will accept up to 100 percent of the shares if they are tendered. There are 12 million shares of B voting stock outstanding and the tender offer price is $100 per share. In this instance, since there is no cap on the number of shares that can be tendered, the value of the transaction will be the value of 100 percent of B’s voting securities, and ‘‘A’’ must pay the $400,000 fee for the $1 billion filing fee threshold. Note that if the tender offer had been for a maximum of 50 percent plus one share the value of the transaction would be $600 million, and the appropriate fee would be $250,000, based on the $500 million filing fee threshold. This would be true even if the tender offer were to be followed by a merger which would be exempt under section 7A(c)(3) of the act. * * * * * ■ 5. 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 E:\FR\FM\30JAR1.SGM 30JAR1 5752 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations □□□□□□□□ TRANSACTION NUMBER ASSIGNED Fl:E INFORMATION (R:iPayerOnM TAXPAYER IDENTIFICATION NUMBER --------------- 0 R SOCJAL SECURITY NUME!ER FOR NATURAL PERSONS AMOUNT PAID NAME OF PAYER (itrJ1rterentfrom PERSON Fll:.JNG) - - - - - - - - - - - ~ 0.$$0.000.00 0.$800.000.00 O WIRETRANSF.ER or WIRE TRANSFER CONFIRMATION NO. O'S250,000.00 QS)>ecifioAmoun\_ _ _ __ FROM ( 1)1AME OF INSTlTUllONJ IS THISACORRECTlVE FILING? □ YES □ NO 0 CERTif'IEOCBECK/MONEYORDER (')$100,000:00 ()$2,250,000.00 0 CASH TENDER OFFER? --------------- YES ONO BANKRUPTCY? 0 YES O t-10 DO YOU REQUEST EARLY TERMINATION OFTHE WAITING PERIOD? □ YES □ NO {Grantsoteartyrermi/1/itionarepubl/Sbed in theFedetal Regis!er anrJon the. FTC web site,wwwdtc.~o,g (yq/U/1/aryJ ISTHIS ACQUlSITIQNSl)BJECT TO NOl',J-l)S FILING REQUIREMENTS? □YES QNO IF YES, li~juri•dietim\<: NAM!:: HEADQUARTERS ADDRESS ;<1.DDRESSUN.E 2 CITY, STATE, CQUN~Y ZIPCOOE WEBSllE ITEM1 1fa} PERSON FILING 1(b) PERSON FILING NOTIFICATION IS O an acquiring person □ an acquired person □ both 1(c) PUT AN 'W' IN THE APPROPRIATE SOX TO DESCRIBETHEPERSON RLJNG NOTIFICATION □ corppration □ Uninrorpor,i~d.En~ □ N~Nral Pe~oii □ QtheffSP/ldi{y) 1(d) DATA FURNISHED BY 0 calendar year O fiscal year (specif}'peri.od): {month/year) to (mont]1fye;1r) 1[e} PUT AN "X'' IN THE APPROPRIATE BOX.BELOW AND GIVE THE NANIE AND ADDRESSOF THE ENTITY FlLING N0TIFICATION, IF DfFFERENTTHAN THE.ULTIMATE PARENT ENTITY □ This report rs oei~g tiled on behalf of a foteign ~fson. pursuant to § 803..4. □ N<>t AppliQaQ!e 0 Thli-1. rePoi:I; ii; being filed on behalf.of the ultimate parent entity by l'lnotller entity within the same person authorized. by it to file pursuant to§ 803.2(a), NAME cm: ADDRESS STATE, COUNTRY Z!PC:ODE 1(f} NAMEAND.ADDRESSOF ENTITY MAKING ACQUISITION ORWHOSEASSETS, VOTING SECURITIES OR NOM°CORPORATE ARE BEING ACQUIRED IF DIFFERENT FROM THE ULTIMATE PARENTENTlTY IDENTIFIED IN NAME ADDRESS STATE, COUNTRY ZIPCObE INTERESTS CttY, ITEM 1(a) D i'Jot Applicable 1(g) IOENTIF!CAT[ON OF PERSONS TO CONTACT REGARDING THlSREPORT C:OflTACT PERSON 1 CONTACT Pl:RSON :Z FIRM NAME FIRM NAME BUSINESS ADDRESS BUSINESS ADDRESS CITY, STATE, COUNTRY CITY, STATE, COUNTRY ZIP CODE ZtP C:ODE TELEPHONE NUMBER TELEP80NE NUMBER FAX NUMBER FAX NUMBER E-MAJL ADDRESS Ee-MAIL ADDRESS 1{hJ IDENTIFI.CATION OF AN INDIVIDUALLOCATED IN THE UNITEDSTATESOESIGNATED FOR THE LIMITED PURPOSE OF RECEIVINO NOTICE OF ISSUANCE OF A REQUEST FOR ADDtT!ONAL INFORMATION OR DOCUMENTS (See§ 803.20(b}(:2)(iii)) NAME FIRM NAME BUSINESS ADDRESS CITY, STATE, COUNTRY . ZIP CODE TELEPHONE NUMBER FAXNUMB!::R E-MAIL ADDRESS VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 Page PO 00000 Frm 00032 1 of10 Fmt 4700 Sfmt 4725 16C.F.R. l'art803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.002</GPH> lotter on DSK11XQN23PROD with RULES1 FI:C FORM C4 (rev. Di/02/2023) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 5753 IDATE NAME-OF PERSOlfflLINGl':IOTIFICATION ITEM2 2(ll) UST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRING PERSONS. LIST NAMESOF ULTIMATE PARENT ENTITIES OF ALL. ACQUIRED PERSONS NAME NAME 2(b} THIS ACQUISITION IS {put an 'X' in all the.boxes that apply) O an acquisition of assets O a merger (5ee' § 601,.2} O a wnsofidation (see § 8<l1.2J O an acqUisition of Vbting Selcurities O an ai;quisition sµbject to§ S0i.2 (e) O a forroo1tion. of a joint ve.nture or other corporation or Dan acquisition. subject.to § 601.St □ a,secondary atquisitiQh uniilc()l"porated sntity ($!le § :801.40 br§.801 .50) □ an acquisition of non-corporate interests O an ac;quisition !iubject lb§ 601..SO (~ec;;i.fy type} □ other (specify} ~c) INDICATE THEHfGHES1NOTIFfCATION THRESHOLD IN§ 130'1.i(h).FOR "M-11.CH THIS FORM JS BEING FIL.ED (acqµirfng Pet$(1/'!Jm1¥.in anacqµfsltkm Of voting securiliesJ $50million (as adjusted) Q$100 millron (as adjusted) 2:{d)(i) VALUEOF VOTING SECURITIES ALREADYHELD ($MM) . $ O $500 million (as adjusted) (vi) PERCENTAGE OF NON-CORPORATE INrERESTS ALREADY HELD (Ill) TOTAL VALUEOF VOTING SECURITlES TO BE HELD AS A.RESULT OF THE ACQUISITION ($MM) {VU) TOTAL VALUE OF NON-CORPORATE INTERESTS TO E!E HELD .AS A RESULT OF $ $ (fv) .TOTAL PERCENTA.GE OF V.OTING SECURITIES TO BE HELD AS A RESCJLT OF THE ACQUISITION (viii) TOTAL PERCENTAGE OF NONCORPORATE INTERESTS TO SE HELD AS A RESULT OF THE ACQUISLTION % % Jkt 259001 Page2 of 10 PO 00000 (ix) VALUE OF ASSETS to BE HELD\11;$ A RESULT OF TH EACQU!SITION ($MM) THEACQUISITION {$MM) FTC FORM C4 (rev. 01/02/2023) lotter on DSK11XQN23PROD with RULES1 NIA {v}VALUE OF NON-CORPORATE INTERESTSALREADYHELD {$MM) (ii) PERCENTAGE OF VOTING SECURITIES ALREADY HELD 16:22 Jan 27, 2023 0 (as adjusted) $ $ VerDate Sep<11>2014 O 25.% (see Instructions} Frm 00033 Fmt 4700 Sfmt 4725 16.C,F.R. Part 803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.003</GPH> 0 5754 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAME OF PERSON FtLlNG NOTIFICATION ITEM3 3(a) DESCRIPTION OF' ACQUISITION ACQUIRED UPE(S) ACQUIRING UPE(S) NAME NAME ADDRESS ADDRESS ADDRESS LINE 2 ADDRESS LINE 2 CITY,STATE CllY, STATE ZIP CODE, COUNTRY ZIP CODE, COUNTRY ACQUIRING ENTITY(S) ACQUIRED El'JTITY(S) NAME NAME ADDRESS ADDRESS ADDRESS LINE 2 ADDRESS LINE 2 C!TY,STATE CITY,STATE ZIP CODE, COUNTRY ZIP CODE, COUNTRY TRANSA.CTION DESC,RIPTION 3(b) SUBMIT A.COPY OF THE MOST RECENT VERSION OF THE CONTRACTOR AGREEMENT (Or letter of intent to merge ot acquits) lotter on DSK11XQN23PROD with RULES1 FT.C FORM C4 (rev. 01/02/2023) VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 Page 3 of 10 PO 00000 Frm 00034 Fmt 4700 Sfmt 4725 ATTACHMENT NUMBER f6C.F.R. Part803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.004</GPH> (IF SUBMITTING PAPER, DO NOT A 77AOH THE: DOCUMENT TO THIS PAGE) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAME-OF PERSON FlllNGli!OTIFICATION 5755 OATE ITEM4 PERSONS FILING NOTIFICATION MAY PROVIDE BELOWAN OPTiONAL ..INDEX 0F DOCUMENTS REQUIRED TO BE SUBMITTED BY ITEM 4 {seecJtembytteminstructionsJ THESEDOCU_MENTSSHOULD NOT BE ATTACHED TO THIS PAGE. 4(a} ENTITIES WITHIN THE PERSON.FIUNG.NOTlFICATION THAT FILE ANNUAL REPORTS WITH THE SECU_RITIESAIIID EXCHANGE COMMISSION □ None 4(b) ANNUAL REPORTS AND .ANNUAL AUOl'f REPORTS □ None ATTACHMENT OR REFERENCE NUMBER 4(c) STUDIES, SURVEYS, ANALYSES, AND REPORTS □ NQne ATTACHMENT OR REFERENCE NUMBER 4{d} ADDITIONAL DOCUMENTS □ None ATTACHMENT OR REFERENCE NUMBER 16:22 Jan 27, 2023 Jkt 259001 Page 4 of10 PO 00000 Frm 00035 Fmt 4700 Sfmt 4725 16C:F.R. Part803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.005</GPH> lotter on DSK11XQN23PROD with RULES1 FTC FORM C4(rev .. 01/02/2023) VerDate Sep<11>2014 CENTRAL INDEX KEYNUMBER 5756 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations ,.DATE NAME OP t>ERSON PILI.NG NOTIFICATION ITEMS 5(a} DOLLAR REVENUES BYNON-MANUFACTURINGlNPUSTRY CODE AND av MANUFACTURED PRODUCT CODE Check Noneat the botfnm of the pag!t and prO\lide expfah!ition if you aranol:.reporting revenl.llJ 6-0IGIT IND0$TRY CODE DESCRIPTION ANO/OR TOTAL 001.LAR 10:0IGtT P~ODUCT CODE REVENUE$($MM) Attachment: O {PROVIDE EXPLANATION) lotter on DSK11XQN23PROD with RULES1 FTC FORM C4 (rev, 01/0212023) VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 Page 5 Qf10 PO 00000 Frm 00036 Fmt 4700 Sfmt 4725 f6C.F,R. Patt.803 -Apjlendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.006</GPH> NONE Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAMEGF PERSON FlLINGNOTlf1$ATION 5757 DATE S{b) COMPLETE ONLY If' Actt:!UlS!TION IS IN THE FORMATION OF AJOI NT VENTURE .C()RPbR(HlbN t?i Noi: Applicable QR UNINCORPORATED ENTITY S{bl(i} CONTRIBUTION~ THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY HAS AGREED TOM.A.KE Attachment: 5(b)(ii) DESCRIPTION OF CONSIDERATION THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATJON OR UNINCORPORATED ENTITY \MLL RECEIVE Attachment: S(b)(iii) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY 1/v!Ll ENGAGE Attachment: 5(b){ivJ SOURCE.OF DOLLAR REVENUES E\Y 6-DIGIT INDUSTRY COD.E (non-mariutaci:urfngJ AND:BY 10-DIGIT PRODUCT CODE (manufactured) Attachment CODE DESQRIPTION Page 6 of 10 VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00037 Fmt 4700 16 C.F.R. Part803 -Appendix Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.007</GPH> lotter on DSK11XQN23PROD with RULES1 FTC FORM C4 (rev. 01/02/2023} 5758 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations DATE NAME OF PERSON FILING NOTIFICATION ITEMS Attachment 6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION CITY NAME COUNTRY 6(b) HOLDERS OF PERSON FILING NOTIFICATION SHAREHOLDER/ INTEREST HOLDER HQ ADDRESS 6(c}(i) HOLDINGS OF PERSON FILING NOTIFICATION Attachment: fSSUER/ UNINCORPORATED ENTITY UPE OF FILING PERSON % HELD 6(c)(ii) HOLDINGS OF ASSOCIATES (ACQUfRING PERSON ONLY) Page 7 of 10 lotter on DSK11XQN23PROD with RULES1 FTC FORM C4 (rev. 01{02/2023) 16:22 Jan 27, 2023 Jkt 259001 Attachment ISSUER/ UNINCORPORATED ENTITY TOP LEVEL ASSOCIATE VerDate Sep<11>2014 %HELD PO 00000 Frm 00038 Fmt 4700 Sfmt 4725 % HELD 16 C.F.R. Part 803 -AppehdiX E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.008</GPH> ISSUER/ UNINCORPORATED ENTITY Attachment Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 5759 DATE NAME OF PERSON FILING NOTJFICATtON ITEM7 OVERLAP DOLLAR REVENUES ONone 7{a) 6-DIGIT NAICS INDUSTRY CODE AND.DESGR.lPTION DESCRIPTION PERSON I ASSOClATEf BOTH 7(b)(i) UST THE NAME OF EAGH PER.SON fHAT ALSO DERIVED DOLLAR REVENUES l)PE OF OTHER.FILING PERSON ENTtTYTHAT OVERLAPS (IF DIFFERENT) 7(b)(ii} UST THE NAME OF EACH ASSOCIATE OF THE ACQUIRING PERSON 'fHAT ALSO DERIVED DOLLAR REVENUES (ACQIJJRING PERSON ONLY) TOP LEVR ASSOCIATE ENTITY THAT OVERLAPS (IF DIFFERENT) 7{c} GEOGRAPHIC MARKET INFORMATfON FOR EACH PERSON THAT ALSO DERIVED DOLLAR REVENUES CODE GEOGRAPHIC.MARKET INFORMATION 7{d} GEOGRAPHIC MARKET INFORMATION FOR ASSOCIATES OF THE ACQUIRING PERSON (ACQUIRING PERSON ONLY) GEOGRAPHIC MARKET INFORMATION Page 8 or10 lotter on DSK11XQN23PROD with RULES1 FTCFORMC4(rev. Ot/0212023) VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00039 Fmt 4700 Sfmt 4725 16C.F.R. Part803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.009</GPH> CODE 5760 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAME OF PERSON FILING. NOTlFICAilON DATE ITEMS PRIORACQUISITIONS (ACQUJRfNG PERSON ONLY) NAlCSCode I Acquir~ Entity I Former HQ Address; Auquisition T\!Re □ see:urtties OA!lsel:$ 0 Non Corporate ln!erem Date of Acquisition: Notes .CERTIFICATION This NOTIFICATIO.N AND REPORT FORM, together with any and all appendiees and attachments thereto; was prepared and assembled under my supervision in accordance with instfuctions issued by the Federal Trade Commission. Subjeet fo the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correet, and. complete in accordance With the statute and rules: NAME (Please print or type) TITLE SIGNATURE DATE Subscribed and sworn to before me at the [SEAL] City of _ _ _ _ _ _ _ _ _ , State of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ this _ _ _ _ _ _ day of _ _ _ _ _ _ _ _ _ _ , the year _ _ _ _ _ _ _ __ Signature _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ My Commssion~xpites _ _ _ _ _ _ _ _ _ _ _ _ __ VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 Page 9 of10 PO 00000 Frm 00040 Fmt 4700 Sfmt 4725 1.6 C.F.R. Part 803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.010</GPH> lotter on DSK11XQN23PROD with RULES1 FTC FORM C4 (rev. 01102/2023) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAME OF PERSON FILING NOTIFICATION 5761 DATE 16 C.F.R. Part8Q3 -Appendix NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS Approved by 0MB 3084-0005 Attach the Affidavit required by § 803.5 to the Form. THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS THIS FORM IS REQUIRED BY LAW and must be filed separately by each person which, by reason of a merger, consolidation or acquisition, is subject to §7 A of the Clayton Act, 15 U.S. C. §18a, .as added by Section 201 of the Hart0 Sc;ott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435, 90 Stat: 1.390, and rules promulgated thereunder (hereinatterreferred to as ''the rules" or by section number). The statute and rules are setforthir\ the Federal Register at 43 FR 33450; the rules may also be found at 16 CFR Parts 801-03. Failure to .file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in ac.cordance with the applicable provisions of 1_5 U.S.C. §18a and the rules, subjects any "person," as defined in the rules, or any 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 maximum daily Civil penalty amount is listed in 16 C.F.R.. §1.98(a): Pursuant to the. Hart-Scott-Rodino AQ!, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the Freedom of Information Act, and may be made public only in an administrative or judicial proceeding, or disclosed.to Congress orto a duly aulliorized committee or subcommittee of Congress. DISCLOSURE NOTICE 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 coHection of information. Send oomments regarding the. burden estimate or any other aspect of this report, including suggestions for reducing this burden to: O Premerger Notification Office, Federal Trade Commission, 400 7th St. SW, Room #5301, Washington, DC 20024 and Offtce Of lnformatton and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503 Under ltle Paperwork Redudion Act, as amended, an agency may nof conduct or sponsor, and a person is not required to responl::! to, a collection of information unless it displays a currently valid 0MB control number. That h\Jtnber is 3084-0005, which also appears above. Privacy Act Statement--Section 18a(a} of Title 15 of the u.s: Code authorizes the collection of this information Our authority to collect Social Security numbers is 31 U.SCC. 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 snared with other agencies and contractors for payment processing, debtcollection and reporting purposes. Fumii:!hing the information on the Form is Voluntary. Consummation of an acquisition required to be repqrted by the. statute cited above without having provided this information may, however, render a person liable to civH penalties upto the amount listed in 16. c. F. R. §1.98(a) pet day. We also may be unable to process the Form unless you provide all of the requested information. This page may be omitted when submitting the Form. VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00041 Page 10 of 10 Fmt 4700 Sfmt 4725 16 C:F.R. Part803 -Appendix E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.011</GPH> lotter on DSK11XQN23PROD with RULES1 FTC FORM C4 (rev. 01 /0212023) (0MB 3084-0005) 5762 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations NAME OF PERSON FILING NOTIFICATION DATE ENDNOTES ENDNOTE NUMBER PERTAINING TO El\fDNOTE TEXT VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00042 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.012</GPH> lotter on DSK11XQN23PROD with RULES1 HSR Form Endnotes Page 1 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 5763 NAME OF PERSON FILING NOTIFICATION ATTACHMENTS Att;;ichTota:I: ATTACHMENT NUMBER ATTACHMENT DESCRIPTION DESCRIPTf0N I ATTACHED TO ITEM VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00043 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.013</GPH> lotter on DSK11XQN23PROD with RULES1 HSR Form Attachments Page 1 5764 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 6. 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 ■ ANTITRUST IMPROVEMENTS ACT NOTIFICATION AND REPORT FORM for Certain Mergers and A<:quisitions The Notffica.tidn and Heport Form ('1he Form") is required to be submitted pursuant to.§ 803.1 (a) .of th.a pre merger notification rules, 16CFR 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 1nfom1ation ancl assistance concerninll the Form and the Rules is: Premerger Notification Office Federal Trade Commission, Room #5301 400 71ft Street, s.w. WaS11ington, D:C: 20024 Phone: {202) 326:il100 E-mail; HSRhelp@ftc.gov The Form must be a searchal:lle PDF docurnent. All other files must he in searchable PDF or MS Excel spreadsl:teetformat and saved in color, if applicable, This includes the affidavit and certification. Label each DVOwith the.name of the person filing, the name ofa contact person and thatperson's phone number. Leave space on the OVD forthe Agencii;is to write the assigned transaction number and date bf receipt. If the DVD or fifes contain viruses, passwords, or are not readable, the filing will not be accepted and the waiting period Will notl;tart · Copies of the Form, Instructions and Rules a~rvvell as inf(:)rination to assist in completing the For.mare available at the BBQ website. For f_urther instructions on DVD filing and specific.DVD, Definitions The definitions used in this F<itm are setfbrtl, in .the Rules. See Slliltute, Rules and Formal lnteroretatidns for copies of the Hart, Scott-Rodino-Act ("the .Ad:"J, the RUies, and the Federal Register Notices issuing th!! Rules and Rule amendments f'Statementsof Basisand Purpose"). The term "documentary attachments" refers Qllb!to materials submitted in response to_ltem 3(b), ltetn 4 and to submisslons pursuant to § 803.1 (b) of the Rules. The terms ''person filing" or "filirill person" mean the ultimate parent entity ("LJPE"J. (See§ 801.1 (a)(3)). The terms are used herein interchangeably. Filing Parties should file the completed Form, fogether with an docum!!ntaty attachmenJs, with.the Pr!!!merger Notification Office ("PNO") ofthe Federal Trade Commission f'FTC") andthe Premerger UnitohheAntitrust Division of the Departmentof Justice ('DOJ''.l (together, ''the Agenciesn)_ FllelS have the option oti;ubr'nitting a DVDfilingora paperfiling. Filings should be submitted to: Affidavits Affidavtt(s).are reqLJfred l>y § 803,5 and mustattestto 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 un!iiWOrn declaratiqn,s under penalty of perjury. If an entity is fifing on behalf df the acquiring dT acquired person, ttte affidavit-must still attest to the goodJailh of the UPE. In non-§ 801._30 transactions, the affidavit(s) (submitted. by PremergerNotiftcationOff'rce Pe"(!era.lTtadeComrriissron\ RoQm#530t 400 7th Street, s. w. Washington, D.C, 20024 both persons filing) must attest thats contract, agre:ement in principle or letter of intent to merge or acquire hassbeen executed, and further attest to the good faith intention of the eerson filing notification to complete the transaction. (See § 803.5(b)). and In§ 801.30transactions, the affidavit (submitted Qllb! by the acquiring person) mustattest Department ,;,t Justice Antitrust Division Premergerand Division Statistics Unit 450 Fifth Street, N.W., Suite 1100 Washington, D:C~ 20530 ltone or both delivery sites are unavailable, the Agenci~ 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 nonscorporate interests are to be acquired has received notice, as described below, from the acquiring person; 2) in the care of a tender offer, that the intention to make the tender offer has been publicly announced; and VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00044 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.014</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04/23) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 3) the good faith intention of the person filing notifica!fon 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 in\erests of the unincorporated entity; 2) the specific notification threshOld that the acquiring person. intendsto 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 atrtfcipated date Of receipt of SLich 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 underthe Act (See§ 803.5(a)). 5765 When their acquisition is exempt under the Act or Rules. (See § 803.2(c)). Vear All references to "year" refer to calenda_r 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 requestedjnformation 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 wfth respect to operations conducted within the United States, and for pf'9ducts 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 revenu.es. To the extent that dollar revenues are derived from manufacturing opera!fons (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 NAlCS code; refer to the North American Industry Classification System- United States, 2017 published by the Execu1ive Office of the President, Office of Management and Budget. Responses Enter the name of the person filing notification in ltem1 (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. 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. Each addit_ional 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 ii is addressed. Voluntary submissions pursuant to.§ 803.1 (b) should be identified as V-1, V-2, etc. In reporting information by 10-digit NAPCScode, refer to the concordance tables between 2012 product codes and 2017 NAPCS-based product codes published by the Bureau of the Census. Information regarding NAlCSand NAPCS is available at \IIIWW.@QSUs.gov. This site also provides assistance in choosing the proper code(s) for reporting in Item 5oftheForm. 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 Ftlihg Thresholds. If unable to answerany il11mfully, 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 ili.mffiions of dollars rounded to the nearest one-tenth of a million dollars. Limited ~esponse 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 ofan acquisition of non-corporate interests, to the unincorporated entity{i;) Whose non-corporate interests are being acquired and all entities controlled by such acquired entities, Separate responses may be required Where a personis both acquiring and acquired. (See § 803.2(b)). Information need not.be supplied regarding assets, voting securities or non-corporate interests currently being acquired VerDate Sep<11>2014 Frc Form.C4 (rev. 02/04/23Y 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00045 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.015</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to 5766 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Fee Information The fee forfiling the Form is based on th:eaggregatetotal value of assets, voting securities and contto1ling non-corporate interests to be held as a re$ult of the acquisition .. Beginning fiscal year 2024, the fee tiers will adjust oy the change fn the gross national product and the fee$ may•increase as e result of changes to the .consumer price ind19X, as provided in 15 u.s.c. 18(a) statutory note. Fon:urrentthreshold$ and fee information, see the PNO website. Amount Paid Indicate the amount QT!he filing fee paid. This amount should be net of any banking orfina.nc;ial institution c:harges. Payer ld.ahtiflcation Provide tMpayer's name end 9-diglt Taxpayer Identification Number (TIN). If the payer is a natural person with no TIN, provide the natural person's social security numbi!r. Method of Payment The preferred method of payment is by electronic Wire transfer (EWT). For EWT payments, prov.ide the EWT confirmation number and the nall)e of the financial institutiOn from which the EWT is being sent. If the EWf confirmation number is not available at the time of filing, provide this information to the PNO within two business days of fifing, In otde(for the Fl"C to traek payment, the payer must provide information required by the Fedwire Instructions to tfle financial institutiOn. initiating the EWT. A template of the Feclwire Instructions is available at the-PNO website on the Faing Fee Informatioh page. There are now specific, limited criteria for paying by cert~led check. Please seethe Filina Feetnfbrl\J,rtfon liage for details. Corre~tive Filing$ . Put an X.in. the apptopriate .b9x. to !rid icate wh_eth_erthe notification is-a corrective filing (i.e., an acquisition that has already taken place Without filing, in violation of the statute). See Prptegures for Submitllnq Post-Consummation Filings for more information on howto proceed in the case Qf.at:orrectivefiling. Cash Tender Offer Put aii X in the appropriate b9xto in.djcate whether the acquisition is a cash tendetoffer, Bankruptcy Put-an X in the appropriate box to indicate whether the acquired person's filing is being made by a ttustee in bankru~y 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). Early Term ,nation Put an X in the "yes" box to request early termination of the waiting periocl. Notification of eaeh 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 fil!Y transaction requests early termination, it may be granted and published. transactions Subject to International Antitrust Notification If, to the knowfedge or belief of th_e. filing person at.the time of filing, a non°U.S. antitrust or competition authority has beM or Will be notified of the proposed .transaction, list the nan,e of each such authority. Response to this item is voluntary. VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Ill Frm 00046 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.016</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC FormC4.(rev. 02/04/23) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Item 1(a) Provide the name,. headquarters address and website (if one· exists) of the person filing notification. The name oftne person fili(lg is ttie name qf the UPE. (See § 801 .1 (a)(3)). 5767 Item 2{a) Provide tlie names of all UPEs of acquiring and acquired persons that are parties to the transaction, whether or not they are required tQfile notlf°10ation.. If a.person is nQtrequit'edt<Hile, check the non°reportable box. Item 1(bl 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 ta indicate whether the person in Item 1(a) is a corporation, uriincorporated 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 Xin 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 i!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 iri Item 1(a) is making the acquisition, provide the name and mailing address of that entity and the percentage of itsVotlng securities or nonccorporate interests held directly or indirectly by the person named in Item 1(a) above. Item 2(b) Put anX in all the bOl(es thatappfytothetransacfion. Item 2(cJ Th is itE!m should !inly be eom pteted by the acquitirig person wherevoting securities are being acquired. If more than voting securfuesafe being acquired, respond to this item only regarding voting securities, Put ahX in the box to ihdicate the highest applicable threshold for which notification is being filed: $50 million (as adjusted), $1 OOmillioh (as adjusted}, $500 million (as adjusted), 25% (ifthevalueofvoting securities to be held is greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (hl}. 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, notthe $500 million (as adjusted) threshold. Item 2(d} Provide tlie requested infotr'natioh on assets, voting securities and non-corporate interests. If a .combination of assets, voting securities and/or non-corporate interests are being acquired and allocation is not possible, note. such information in an endnote. For determining percentage of voting securities, evaluate to1a_l voting power per§ 801, 12. 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 percent<1ge of its voting securities or noncorporate interests held directly or indirectly by the person named in Item 1 (a) above. For determining percentage of non-corporate interests, evaluate the eponomic interests per§ 801.1 (b)(1)0i). Item 1(g} State the percentage of voting securities already held. (See § 801.12). Item 2(d){i) State the va!ue of voting securities already hel_d. (See§ 801.10). lte.m 2(dJ{ii} Provide the name and title, firm name, address, telephone number, and e-mail address Of the primaryand secondary individuals to contact regarding the Form. Asecond contact person is required. (See§ 803.20(b)(2)(ii)J. Item 2(d}(ili) State the total value. of voting securities fo 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-mailaddress 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)(ii0}. 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)(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)). ENDOF ITEM 1 Item 2(d)(vii) State the total Valus of nbrt-Carporate interests to be held as a result of the acquisition. (See §801.10). VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00047 IV Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.017</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04123) 5768 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Item 2fd}(viii) Item 3(a) State the to!ial percentage of n·on-corporate interests to be helll as a result of the acquisition. (See §§801.10 and 801.1(b)(1)(ii)). .At the top of Item 3(aj, tistthe name arid mailing address of each acquiring and acquired person, and acquiring and acquired entity, wtreth.er or'notrequired to file.notification. ltis not necessary to. list every subsidiary wholly-owned owned by an acquired entity" Item 2{d)(iX} State the value ofassets to be held as.a result of the acquisitiort (See § 801.1.0J. ltem2(d)(x) State the aggregate total value of assets, voting securities and non-corporate interestsoftheacquirecl person to be held as a result of the acquisition. (See§§ 801.1.0, 801.12, 801.13 and 801.14). In the Transactiort Description section, briefly describe the transaction, indicating whether assets, voting securities or nonCQtpQrate interests (ot i;;orne cornbinatiottl are to be acquired.. Describe the business operation(s) being acquired. lfassets, describe the assets. and wl'letherthey c.omprise a business operatlort. Also; indicate what consideration will be received by each party and thei,cheduled consummation date of the transaction. If any attached ttartsaction documents use. <:odet:I names to refer to the parties, please provide an index identifying the codes. END OF ITEM 2 If there are additional filings, sugh'assharehofder backside filingi;, associated with the transaction, identify those.. Also, identify any special circ:umstanoes.thatapply to the.filing, such aswhether part of the transaction is exemptum:ler one of the exemptions found in Part802: item 3(b) Furni.sh copies Of all documents that constitute the agteer:nent(s) among theacquiring person(s) and the person(s) whose·assets, yotihg secuilties or non-GQrpOrate 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 rtmst be submitted; identifying art internet address or providing a link is not sufficient Documents that constitute the agreement(s) (e.g., a Lefter of Intent, Merger Agreement, Purohas;earid Sale Agreement) must be executed, while agreements riot to compete may be provided in draft torm if that is the most recent yersion. ti parties are filing on. an executed Letter of Intent,. they may also submit a.draft of the definitive.agreement, lf one.exists.. Note that transaotlons subject to § 801.30 and bankrnptcies under 11 tJ.S. e,. § 3~3 do nl'.)t require an executed agreE:Oment or letter of intent For bankruptcies, pr011ide the.order ftomthe bankruptcy court. END OF ITEM3 VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00048 V Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.018</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04/23) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 5769 Privilege Item 4(a} Prov.ide the names of all entitieswithinthe peisonfilirrg notification, including the UPE, that file annual reports (Form 10:-K or Form 20-FJ with the United States securities and Exchange C0mmission, and provide the Central Index. Key.{CIK) numberfor each entity. 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 pri\/ilege, the person must provide a statement of reasons for nollcornpliance (a "privilege log") detailing the claim.of privilege for ea<ih withheld or redacted document. ($ee.§ 803.3(d)). For e.ich document, includethe: Item 4{b) 1) title of the document; Provide the. most recent annual reports and/or annual audit reports (or, if audited is un;i.vailable, unaudited} of the person fi Ii ng notification. · 2) its author; 3) authors title/position; 4) addressee; The acquiring person should also provide the most recent reports of the ac;quiring entity(s) and any controlled entity whose dollar revenues contribute to an overlap reported in. Item 7. 5) addressee's title/position; The acquired person should also provide the most recent reports of the acquired enlity(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'1ax 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. 6) date; 7) subject matter; 8) all recipients of the original and any copies; 9) recipients' tltles/posfti6ns; 10) documenfs pre.sent location; and 11) who has control over It. Note that the person filing notffication may incorporate a document by reference to an internet address directly linking to the document. (See§ 803.2(e)l Items 4(c) and 4(d) For each document responsive to Items 4(c) and 4(d), provide the: 1) documellt'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 accep1able to indicate that the document was prepared under the supervision of the lead author and to prOllide 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 wi It.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)c3, etc. Likewise, number 4(d) documents 4(dj-1, 4(d)-2, 4(cl):3, etc., regardless of the three sub-categories within Item 4(d}. if providing only one document, identify It as 4(cj-1 or 4(d)-1. When.submitting a document responsive to both 4(c) and 4(dJ, list it only~, under 4(c) .Qt 4(d). If a document is responsive to both 4(c) and 4(d), do not cross-reference: 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00049 Item 4(c) Provide all sttidies, surveys, analyses and reports which were prepared by or for any officer(s) or director(s) (or, in the case of unincorporated enWes, 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(dl(i) Provide all Confidential Information Memoranda prepared by or for any officer(s) or director(s) (or, in the case of unincorporaled entities, individuals exercising similar functions) of the LIPE 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 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.019</GPH> lotter on DSK11XQN23PROD with RULES1 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 tltles/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 theinsideand/or outside counsel providing the advice (arid the. law firm, if applicable) must be provided. It 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-1, etc. Redacted documents should also be listed in a separat~log that complies with § 803.3(d). lfa large group of people prepared the document, 1.ist all the authors and their tltles, identifying the principal authors. Instructions to FTC Form C4 (rev. 02'04/23) Additionally, the filing person must slate 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. 5770 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations ITEMS 5 THROUCiH 7 or assets. If no such Confidential lnfQrmation Memorandum exists, submit any document(s) giVen to any officer(s) or director(s).of1hebuyer meantto serve the function of a Confidential Information Memor,;ndu.m. This does not include ordinary course documents and/or financial data shared in the course of c:lue diligence, except to the .extentthat suci, rnalerials served the purpose of a.Confidential fnformatian Memorandum when no such Confidential lnformatlon Memorandum exists. Documents responsive 1Xl this ttem ate limited to those produced up to one year before the date.of filing. Item 4{dl(li) Provide all studies, survey:;, analyses and reports prepared by. investment bankers, consulta.nts or other !hi.rd party agvisors i"third party advisors") for any officer(s) or director(s) (or, in the care of unincorporated entities, ilidiViduals exercisin11 similar functions) of the UPE of the acquiring or acquired person orof the acquiring or acqµired entity{$) for the purposeofevaluatlng or analyzJng market shares, sompetition, competitOrs, markets, potential for sales growth orexpansian into product or.geographic markets thatsp!icifically relate to th!! sate of the acquired entity.(s) or assets. This Item requires only materials developed bythird party advisors during an engagement orfor the purpose of seeking an engagement Documents responsive to this item are. limited to those produced up to one year before the date of filing. Item 4(d)(iii) Provide all studies, surveys, analyses and reports evaluating oi analyzing synergies and/or efficiencies prepar!id by ot for any officer(s) or director(s] (or, in the -case of unincorporated entities, individuals exercising simirar functions) for the purpose of evaluating or analyzing the acquisition. Financial models without statE!d assurnptions need not ~ provided in response to this ltern. Limited responsefofacql!ired pe·rson. For Items 5 through 7, the acquired person should limit ltS response in the caSEi ofan acquisition of: 1) assets, to the assets to be acquired; :2} voting securities, to the is$uer{s) Whose voting securities are being acquired and all entities controlled by such iSsuet; andlc:ir 3) non-corporate interests, to the unlnc;orpofated entity(s) being acquired and all entities ~ntrolled by such unincorporated enttty(s), A person fil!ng 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 properly limit its res;ponse as an acquired person. (See§§ 803.2(bJ and (c)). can This item requE!Sts ififotrnation regarding <foliar revenues;. (See NAICSand NAPCS Data section on page 11). All persons must Submit all dollar revenues at tM 6-digit NAI~ industry tod!i level. To the extent that dollar r!ivenues ar!iderived from manufacturing .operations (NAICS Sectors 31-33), .filers mustalso submit rave111.ie by 10-digit NAPCS c;;Ode. Conco.rdance tables between2012.1Q..digit NAICScodesand 10-digit2017 NAPCS codes are avallabl!iat h'ttps:l/www:gensus,¢qv/programssurveysleconomic-cens;uslgu.idance/understanding-napcs.html. List aJI NAICS and NAPCS qQdes in ascending order, Acq1;iring persons ~ling notification should include the total dollar revenues fur all entities included within the person filing notification at the time. the Fe>rm is prepared. Acquired persons; filing notification should include th!i total doltar revenues fotall entities included within the.acquired entttyatthe lime the Form is prepared. tfno dollar .revenues ate reported, cheskthe "None" box and provide a brief explanation. END OF ITEM 4 Item 5{aj Provide 6-digit NAtCS industry data concerning the aggregate U.S. operations of the person fifing ne>tific;ation for the- mos;t recent year in ~ NAlCS 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 S(a). Add~ionally, provide10-digit NAPCS product code data for each product code within all manufacturlrm NAICS Sectors (31-33} in which the person engaged in the U.S., including dollar revenu!is for each product manufactured outside.the U.S: but sold into 1he U.S. Sales of any manufactured product should be reported in a manufacturing code, even if sold through a separate warehouse or retail eslabfishm!ih!. If such data have not been compiled for the most recent year, estimates of doltar revenues by 6-digit NAICS codes and 10-digit NAPCS codes may be provided. Check.the Overlap box for every 6-digit manufacturing and nonmanufacturing NAICS code and every 10-dlgit NAPCS code in which both parties to 1h.e transaction generate d.ollar revenues, VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00050 VII Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.020</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04)23) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations Item 5(b} Complete only if the acquisition is the formation ofa joint ventu.re corporation or unincorporated entity. (See§§ 801 AO and 801.50). lfthe acquisition is not the formation ofa joint venture. check the "Not Applical>le" box. 5771 An acquired person does not c:omptete. Item 8 if the transaction Involves only the acquisition of assets. If fhe transaction irworves a mix of assets along with voting l;¢curities andlornon-corporate interests, the acquired person must .complete ltem6 as telatE;idto the voting securities and. n.oncorporate interests.. Item 5{b)(i) List the contributions that each person forming th.e jOint venture corporation or unincorporated entity has agreed to make; sp~ifying when each contribmionis to be made and the value.of the contribution as agreed by the confribmors. Item 5(1l}(ii} Describe fully the consideratibnthat each person forming the joint venture corporation or unincorporated entity will receive in exchange for its contributiOn(s). Item 5(b)(iii) Oescribe generally the business in which the joint venture corpbration or unincorporated entity will engage, including its principal types of products or activities, Md the geographic areas in which it will do. business. Item 5{bl(iV) Identify each 6-digit NAIGS industry code.in which the joint venture corporation or unincorporated emity will derive dollar revenues. ff the joint venture corporation,or unincorporated entity will be engaged in manufacturing, also specify each 10-diglt NAPCS product code in which it will derive dollar revenues. Item 6{aJ Subsidiaries of filing person. List the name, city and state/country of all U.S. entities, ancl ,!II foreign e.ntities that have sales in or into the U.S., that are included within the person fifing notification. Entities with total assets of less th,m $10 million may be omitted. AlferoatiV:ely, the filing.pers011·may report all.entities within it. Item 8(b) Minority shareholders: For the acquired entity(s) and for the acquiring entity(s) and its UPE or, in the cas.e 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 bf the entity; and the percentage of voting securities or non-corporate interests held by that person. (See§ 8Ch.1 (c}) For limitecl partnershii:,s; only the general partner(s}, regai'clless 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 $1 O million may be omitted. END OF ITEM 5 The acquiring person may rely on its regularly prepared.financials that list its investments, and those of its associates that list their investments, to respbnd to Items 6(c}(i) and (ii}, provided the financials are no more than three months old. · If NA!CS codes are unavailable, holdings in entities that have operations in the same industry, pased on the knowledge or belief of the acquiring person, should be listed. In responding to Items 6(c)(O and 6(cl(i0, it is permissible for the acquiring person to list entities in which it or its associate(s) ho.Ids 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 bf less than $1 O mnlion may be omitted. au Item 6{cl(i) Minority holdings offiling person. If the person filing notification holds 5% .or more but less than 50% of thevoting 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, listthe unincorporated entity and the percentage of non-corporate interests held. The acguiring 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 iri the most recent year. The acquired person should limit its reselonse, based on its knowledge or belief, to entities that derive dollar revenues in the VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00051 Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.021</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04/23) 5772 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations same 6-digit NAICS industry code as the actjuiring persoh, Item S{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 ff, to the k:nowtedge or belfefot the Person fi/ing notification, the acquiring person, or any associate (see§ 301 .1{cl)(2)) of the acquiring person, derilled any.amountc:lfdollar t81(enues (even ~ omitted from Item 5) in the most recent.year from operations: 1) in industries withinany6-digitNAICS industry code in which any acquired entity thalisa party tothe acquisition also derived any amount of dollar revenues in the most recentyear; .Qt 2) in whicfrajointventure corporation or unincorporated entity will derive dollar revenues; each associara (see §: 801.1 {cl}(2)) of the acquiring person holding: 1) 2) 5% or more but less than 50% of the voting securities or 11on-<;ofporate interests of the.acquirE!d entity(s); al1cltor 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 mcst recent yearfrom operations in indllstrie$within any 6-diglt NAIC$ industry code in which the acquired entity(s) or assets also.derived ctollar revenues in the most recent year; list the associate, the issuer or unincoi'porated entity and the percentage held. then for each such 6-digit NAICS industry code follow the instructions betow forth is section, Note that ifthe acquirecl entity is a jo)ntventure, the only overlaps that $ould be reported are those bertween the assets to be tield any assets of the acquiring person or its by the joint venture associates not contributed to the joint venture. and Also, Wthe acquiring person reports an associate overlap only, the acquired person does not need to respond to Item 7. ltem7(a} Industry Code O.vertap Information ENO OF ITEM 6 Provide the &-digit NAICS industry code and description for the industry, and in.dicate whether the Overlap .is from the person, art associara or both. Item 7{b) Item 7(bl{i) If the UPE of the 0th.et person(s)fi)ihg notification derived dollar revenues in the same 6-digil industry code(s) listed in Item 7(aJ, listthe name Qf that lJPE and the name of the entify(s) within that UPE that actually derived those dollar revenues,Jf different from the entity(s) listed in Item 3(a1, Item 7(bl{ii} This item should 011ly be completed by the acquiring person. List the name of each associate of the acquiring person thatalso di;irived dollar revenues through a controlled operating company(s) inthe6-digit industry and, if differeJrt, the name of the entity(s) that actually derived those dollar revenues. Item 7(c} Geographic Market lllfcirmation Use the 2-diglt postal codes for states and territories and provide the total number of stales and territories atthe end of the response. Notethatexoept in thE! case of thoseNATCS industries in the Sectors and Subsectors mentioned in Item 7(c)Qv){b), the person filing notification may respond with .the word "national" if business is conducted in all 50 states. Item 7(cl{i] NA/CS Sectors 31-33 For each 6-digif: 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 ate sold without a significant change in.their form (whElther they are sold by the person filing notification or by others to whom suc;h products have been sold or resold), Except for industries covered VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00052 IX Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.022</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04/23) Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations 442 443 516 by Item 7(c)(iv)(b), the relElvantgeographlc information is all states or, ifdesired, portions thereof. 518 Item 7(¢)(ii) NA/CS Secfor42 For eooh 6C,digit NAICS industry code Withtn NAICSSector 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 IQcated. 525 53 rtem. 7(c)(iii) NA/CS Industry Group 5241 For each 6-digit NAIOS industry code within NAICS Industry Group 5241 (insurance carriers) listed in Item 7M, list the state(s) in which the person filing notification is licensed to write insllrance. Item 7(cJ(ivJ(a} Other NAJCS Sectors For each 6-digit NAICS industry code listed in item 7{a)within the NAICS Sectors or Subsectors below, list the states or, ff 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 519 523 5242 54 55 56 61 7212 7213 813 8114 5773 furniture and liOme furnishings stores electronics and appliance stores internet publishing & broadcasting internet service providei:s other information services sec;urities, commodity contracts and other financial investments and related activities insurance agencies and brokerages, and other insLJranc;e related activities funds; trusts and other financial vehicles real estate and rental and leasing professional,. scientific and technical services manaaement of companlEls and enterprises administrativ.e and support and waste management and remediation services educational services recreational vehiele parks and recreational camps rooming and boarding houses religious, grantmal<ing, civic, professional, and similar organizations personal and household goods repair and maintenance Item 1(d) This item should only be completed by the acquirinf! 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 conipany(s) that actually de.rived the dollar revenues. END OF ITEM7 Item 7(c)(iv)(b) For each 6-digit NAICS industry code listed in item 7(a) within the NAICS Sectors or Subsectors below, proVidethe address, arranged by state, county and city or town of each establishment from which dollar revenues were derived in the most recent year by the person filing notification. 2123 nonmetallic mineral mining and quarrying 32512 industrial gases 32732 concrete 32733 44-45 512 521 522 532 62 72 811 $12 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 vehiclEl parks and recreational camps), and 7213 (rooming and boarding houses) repair and maintenance, except 8114 (perscmal and household goods repair and maintenance) personal and laundry seivices Item 7{c)(iv)(c} For each 6-digit NAICS industry code listed in iteni 7(a) with iii the NAICS Sectors or Subsectors below, list the states or, if desired, portions thereof in which the person filing notification conducts ·such operations. VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00053 X Fmt 4700 Sfmt 4725 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.023</GPH> lotter on DSK11XQN23PROD with RULES1 Instructions to FTC Form C4 (rev. 02/04/23) 5774 Federal Register / Vol. 88, No. 19 / Monday, January 30, 2023 / Rules and Regulations This itetn should only be co1n pleted by the ;1cquiting person. Determine eacli 6-digit NAICS industry coqe listed in Item 7(a), in which the acquiring personderiv.ed dollar revenues of$1 million or more in the rrtO$t recant year and in wliich either: 1J 2) the acquired entity derived dollar revenues of.$1.million onnore in the recent year (or in the case Of the formation of a joint venture corporation or unincorporateq entity, the jointventure corporation or unincorporated entity reasonably can be expected to derive cfollar revenues of$1 million or more); Qt in the~ase of acquired assets, to which dollar revenues of $1 million or more were attributable in the most recent year. Por each such 6-digit NAICS indUstry todii:, list. all acquisitions of entities or assets deriving doJfar revenues in that6-digit NAICS industry wde made by the iicquiring person in the five years prior to the date of the instant filing, even if the transaction 'NaS nonreportable. Ust cinly acquisitions Of 50% or more of the. voting securities of an issuer or 50% or more ofnon-cq/porate interests of an unincorporated entity that had annual net sales or total assets greater than $10 million int.he year ptior to theacquiSitiOn, and any acquisitions of assets valued at or above the statutory size-of-transaction test at1he time ofiheir acquisitiqn. 1'his item pertains only to acquisitions of U.S. entitles/assets and foreign entities/a.ssets with sales in or·into the U.S., Le., With: dollar rev.enues that would be reported in Item 5. For each such acquisition, supply: 1) the 6-digit NAlCS 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) the consummation date of the acquisition. See§ 803.6 for requiremenls. The certification must.be notarized or use the language found in 28 US.C, § 1746 relating to 11nS1NOrr\ declaratiOns ur\der penalty of perjury: section 18a(a) ofTitle15oftheU.S. COdeauthori.zesthe 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 oracqt.iisition mayviolate theantitrust lavvs.. T axpayet information is c:olfected, used, and may be shared with other agencies and contractors for payment processing, debt collection and reporting purp95es. Furnishing the inform~ion on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above. withqut having provided this.information may, however, render a person !fable to civil penalties up to the amount listed ih 16 C.F.R. §1.98(a) per day. Wealso may be unable to process.the Form unless you provide all of the requested informati:on. Public reporting burden for this report is esti,:n~d to vary frbrrt a 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 datii 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 4007th.Street, S.W. Washington, D.C. 20024 and Office of Information and Regulatory Affairs Office of Management a.nd Budget Washington, D.C. 20503 Under the PaperworK Reduction Act; as amended, an agency may not conductor sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid 0MB control number. The operative 0MB control number, 3084-0005, appears within the Notification and. Report Form and these Instructions. END OF ITEM 8 END OF FORM INSTRUCTIONS Instructions to FTC Form C4 (rev. 02104/23) Xl By direction of the Commission. April J. Tabor, Secretary. BILLING CODE 6750–01–C VerDate Sep<11>2014 16:22 Jan 27, 2023 Jkt 259001 PO 00000 Frm 00054 Fmt 4700 Sfmt 9990 E:\FR\FM\30JAR1.SGM 30JAR1 ER30JA23.024</GPH> lotter on DSK11XQN23PROD with RULES1 [FR Doc. 2023–01584 Filed 1–27–23; 8:45 am]

Agencies

FEDERAL TRADE COMMISSION

[Federal Register Volume 88, Number 19 (Monday, January 30, 2023)]
[Rules and Regulations]
[Pages 5748-5774]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-01584]


=======================================================================
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FEDERAL TRADE COMMISSION

16 CFR Parts 801 and 803

RIN 3084-AB46


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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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'') (together the ``Antitrust 
Agencies'' or ``Agencies'') and to wait a specified period of time 
before consummating such transactions. The Commission is amending the 
Rules to conform to the new filing fee tiers enacted by the Merger 
Filing Fee Modernization Act of 2022 (``2022 Amendments''), contained 
within the Consolidated Appropriations Act, 2023.

DATES:  Effective February 27, 2023.

FOR FURTHER INFORMATION CONTACT: Robert Jones, Assistant Director, 
Premerger Notification Office, Bureau of Competition, Federal Trade 
Commission, 400 7th Street SW, Room CC-5301, Washington, DC 20024, or 
by telephone at (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 the 
Assistant Attorney General and wait a specified period before 
consummating the proposed transaction to allow the Antitrust 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 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 appendices to part 
803, the Notification and Report Form for Certain Mergers and 
Acquisitions (``HSR Form'') and Instructions to the Notification and 
Report Form for Certain Mergers and Acquisitions (``Instructions''), to 
govern the form of premerger notification to be provided by merging 
parties.
    The Commission is amending parts 801 and 803 of the rules and the 
HSR Form and Instructions to make the ministerial changes required to 
conform with the fees and fee tiers established by the 2022 Amendments.

Affected in Part 801, Coverage Rules:
    Sec.  801.1 Definitions.
Affected in Part 803, Transmittal Rules:
     Sec.  803.9 Filing fee.
     Appendix A to Part 803--Notification and Report Form for 
Certain Mergers and Acquisitions
     Appendix B to Part 803--Instructions to Notification and 
Report Form for Certain Mergers and Acquisitions

Background

    In 1990, section 605 of Public Law 101-162, 103 Stat. 1031 (15 
U.S.C. 18a note), first required the Federal Trade Commission to assess 
and collect filing fees from persons acquiring voting securities or 
assets under the Act. Fee tiers, rather than a single fee, were 
established in 2000 by section 630(b) of Public Law 106-553, 114 Stat. 
2762, 2762A-109. On December 29, 2022, the President signed into law 
the Consolidated Appropriations Act, 2023, which included the 2022 
Amendments. The 2022 Amendments, among other things, amend these fees 
and fee tiers. See Public Law 117-328, Div. GG, 136 Stat. 4459.
    Prior to enactment of the 2022 Amendments, filers were required to 
pay $45,000; $125,000; or $280,000 per transaction, depending on the 
total value of the transaction. While these fees have remained constant 
since adoption in 2000, the value of the acquisition to which they 
apply had adjusted annually since 2005 to reflect changes in the gross 
national product (``GNP'').\1\
---------------------------------------------------------------------------

    \1\ See Public Law 106-553, 114 Stat. at 2762A-109 to -110, 
amending Section 605 of title VI of Public Law 101-162 (15 U.S.C. 
18a note).
---------------------------------------------------------------------------

    The new fee structure enacted by the 2022 Amendments includes six, 
rather than three, tiers. The filing fee has been lowered for certain 
transactions, but increased for others, particularly for acquisitions 
valued at more than $1 billion. As enacted, the fee thresholds for 2023 
are as follows: \2\
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    \2\ See the notice ``Revised Jurisdictional Thresholds,'' 
published in the January 26, 2023, issue of the Federal Register (88 
FR 5004).

------------------------------------------------------------------------
                Size (value) of transaction                      Fee
------------------------------------------------------------------------
<$161.5 million............................................      $30,000
$161.5 to <$500 million....................................      100,000
$500 million to <$1 billion................................      250,000
$1 billion to <$2 billion..................................      400,000
$2 billion to <$5 billion..................................      800,000
$5 billion or more.........................................    2,250,000
------------------------------------------------------------------------


[[Page 5749]]

    Beginning in Fiscal Year 2024, the filing tiers will be adjusted 
annually to reflect changes in the GNP for the previous year.\3\ 
Additionally, beginning in Fiscal Year 2024, the 2022 Amendments will 
require the filing fees to be increased annually, if the percentage 
increase in the consumer price index (``CPI'') for the prior year as 
compared to the CPI for the fiscal year ended on September 30, 2022, is 
greater than one percent.\4\ Such adjustments to the fees will be 
rounded to the nearest $5,000. The Commission, with the concurrence of 
the Assistant Attorney General, is making the required ministerial 
revisions to parts 801 and 803 of the Rules and to the HSR Form and 
Instructions to conform to these changes.
---------------------------------------------------------------------------

    \3\ Public Law 117-328, 136 Stat. 4459, Div. GG, Title I.
    \4\ Id.
---------------------------------------------------------------------------

I. Changes to Section 801.1 Definitions

Section 801.1(m), Definition of The Act

    The Commission is making a ministerial change to the definition of 
``the act'' to include reference to the 2022 Amendments. The Commission 
is not making any material changes to this section.

II. Changes to Section 803.9 Filing Fee

    Section 803.9 describes how fees are determined and paid. The 
Commission is amending all eight of the examples in Sec.  803.9 to 
conform with the changes to the fees and fee tiers required by the 2022 
Amendments, to update dates and dollar values to reflect more recent 
adjusted jurisdictional thresholds, and to add clarity to the examples. 
Since the fees and fee tiers will not adjust until after fiscal year 
2023, references to fees and fee tiers do not include ``(as 
adjusted).'' The Commission will adopt amendments to the Rules to 
reference ``as adjusted'' fees and fee tiers at the appropriate time. 
Specifically, the Commission will amend the examples in Sec.  803.9 as 
follows:
     Revising Example 1 to update the determination of the 
filing fee to be consistent with the 2022 Amendments; and eliminate 
``(as adjusted)'' from filing fee tiers.
     Revising Example 2 to provide example dollar values more 
in line with current adjusted jurisdictional thresholds; update the 
determination of the filing fee to be consistent with the 2022 
Amendments; and eliminate ``(as adjusted)'' from filing fee tiers.
     Revising Example 3 to provide a date and example dollar 
values more in line with current adjusted jurisdictional thresholds; 
and update the determination of the filing fee to be consistent with 
the 2022 Amendments.
     Revising Example 4 to update the determination of the 
filing fee to be consistent with the 2022 Amendments; eliminate ``(as 
adjusted)'' from filing fee tiers; and eliminate reference to an 
explanation of valuation, which had been eliminated in prior 
rulemakings.\5\
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    \5\ See, 82 FR 32123 (July 12, 2017); 76 FR 42471 (July 19, 
2011).
---------------------------------------------------------------------------

     Revising Example 5 to update the determination of the 
filing fee to be consistent with the 2022 Amendments; eliminate ``(as 
adjusted)'' from filing fee tiers; and eliminate reference to an 
explanation of valuation, which had been eliminated in prior 
rulemakings.\6\
---------------------------------------------------------------------------

    \6\ Id.
---------------------------------------------------------------------------

     Revising Example 6 to update the determination of the 
filing fee to be consistent with the 2022 Amendments; eliminate ``(as 
adjusted)'' from filing fee tiers; and add ``(as adjusted)'' to 
jurisdictional and notification thresholds.
     Revising Example 7 to provide a date and example dollar 
values more in line with current adjusted jurisdictional thresholds; 
update the determination of the filing fee to be consistent with the 
2022 Amendments; and eliminate reference to an explanation of 
valuation, which had been eliminated in prior rulemakings.\7\
---------------------------------------------------------------------------

    \7\ Id.
---------------------------------------------------------------------------

     Revising Example 8 to provide example dollar values more 
in line with current adjusted jurisdictional thresholds; and update the 
determination of the filing fee to be consistent with the 2022 
Amendments.

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

    The Commission is amending appendix A to part 803, the HSR Form, to 
make ministerial changes to conform to the 2022 Amendments. The 
Commission is amending the ``Fee Information'' portion of the HSR Form 
to incorporate the six new fee tiers and fees.

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

    The Commission is amending appendix B to part 803, the 
Instructions, to make ministerial changes to conform to the 2022 
Amendments. Specifically, the Commission is changing the ``Fee 
Information'' section of the Instructions to reflect the new fee tiers 
and introduction of adjustments to the fees. Additionally, because the 
2022 Amendments will require the relevant valuation of the acquisition 
and the fees themselves to be adjusted annually, the Commission is 
eliminating the table on page III of the instructions, leaving the web 
link that will update each time the fees and fee tier valuations 
change.

V. 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 
conform with the new fee tiers and fees enacted by Congress. These 
updates do not involve any substantive changes in the HSR Rules' 
requirements for entities subject to the Rules. Rather, they are 
conforming updates to the definition of the HSR Act and examples of how 
to calculate the appropriate fee.
    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).
    For these reasons, the Commission finds that there is good cause 
under 5 U.S.C. 553(b)(3) for adopting this final rule as effective on 
February 27, 2023, without prior public comment.

VI. 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

[[Page 5750]]

annually).\8\ 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.
---------------------------------------------------------------------------

    \8\ 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.
---------------------------------------------------------------------------

VII. 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.

VIII. Other Matters

    Pursuant to the Congressional Review Act (5 U.S.C. 801 et seq.), 
the Office of Information and Regulatory Affairs designated this rule 
as not a ``major rule,'' as defined by 5 U.S.C. 804(2).

List of Subjects in 16 CFR Parts 801 and 803

    Antitrust.

    For the reasons stated in the preamble, the Federal Trade 
Commission is amending 16 CFR parts 801 and 803 as set forth below:

PART 801--COVERAGE RULES

0
1. The authority citation for part 801 continues to read as follows:

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


0
2. Amend Sec.  801.1 by revising paragraph (m) to read as follows:


Sec.  801.1  Definitions.

* * * * *
    (m) The act. References to ``the act'' refer to Section 7A of the 
Clayton Act, 15 U.S.C. 18a, as added by section 201 of the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, Public Law 94-435, 90 Stat. 
1390, and as amended by Public Law 106-553, 114 Stat. 2762, and Public 
Law 117-328, Div. GG, 136 Stat. 4459. References to ``Section 7A()'' 
refer to subsections of Section 7A of the Clayton Act. References to 
``this section'' refer to the section of these rules in which the term 
appears.
* * * * *

PART 803--TRANSMITTAL RULES

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

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


0
4. Amend Sec.  803.9 by revising paragraph (a) to read as follows:


Sec.  803.9  Filing fee.

    (a) Each acquiring person shall pay the filing fee required by the 
act to the Federal Trade Commission, except as provided in paragraphs 
(b), (c), and (f) of this section. No additional fee is to be submitted 
to the Antitrust Division of the Department of Justice. Examples:
    (1) ``A'' wishes to acquire voting securities issued by B, where 
the greater of the acquisition price and the market price is in excess 
of $50 million (as adjusted) but less than $100 million (as adjusted) 
pursuant to Sec.  801.10 of this chapter. When ``A'' files notification 
for the transaction, it must indicate the $50 million (as adjusted) 
threshold. If the value of the voting securities is less than $161.5 
million, ``A'' must pay a filing fee of $30,000 because the aggregate 
total amount of the acquisition is greater than $50 million (as 
adjusted) but less than $161.5 million. If the aggregate total value of 
the voting securities is at least $161.5 million, but less than $500 
million, ``A'' must pay a filing fee of $100,000.
    (2) ``A'' acquires $75 million of assets from ``B.'' The parties 
meet the size of person criteria of section 7A(a)(2)(B) of the act, but 
the transaction is not reportable because it does not exceed the $50 
million (as adjusted) size of transaction threshold of that provision. 
Two months later ``A'' acquires additional assets from ``B'' valued at 
$175 million. Pursuant to the aggregation requirements of Sec.  
801.13(b)(2)(ii) of this chapter, the aggregate total amount of ``B's'' 
assets that ``A'' will hold as a result of the second acquisition is 
$250 million. Accordingly, when ``A'' files notification for the second 
transaction, ``A'' must pay a filing fee of $100,000 because the 
aggregate total amount of the acquisition is less than $500 million, 
but not less than $161.5 million.
    (3) In 2023, ``A'' acquires $115 million of voting securities 
issued by B after submitting its notification and $30,000 filing fee 
and indicates the $50 million (as adjusted) threshold. Two years later, 
``A'' files to acquire additional voting securities issued by B valued 
at $114.4 million because it will exceed the next higher reporting 
threshold (see Sec.  801.1(h) of this chapter). Assuming the second 
transaction is reportable, and the value of its initial holdings is 
unchanged (see Sec. Sec.  801.13(a)(2) and 801.10(c) of this chapter), 
the provisions of Sec.  801.13(a)(1) of this chapter require that ``A'' 
report that the total value of the second transaction is $229.4 
million, which is in excess of $100 million (as adjusted) notification 
threshold. This is because ``A'' must aggregate previously acquired 
securities in calculating the value of B's voting securities that it 
will hold as a result of the second acquisition. ``A'' should pay a 
filing fee of $100,000 because the total value is greater than $161.5 
million but less than $500 million.
    (4) ``A'' signs a contract with a stated purchase price of $162 
million, subject to adjustments, to acquire all of the assets of ``B.'' 
If the amount of adjustments can be reasonably estimated, the 
acquisition price--as adjusted to reflect that estimate--is determined. 
If the amount of adjustments cannot be reasonably estimated, the 
acquisition price is undetermined. In either case the board or its 
delegee must also determine in good faith the fair market value. (Sec.  
801.10(b) of this chapter states that the value of an asset acquisition 
is to be the fair market value or the acquisition price, if determined 
and greater than fair market value.) ``A'' files notification and 
submits a $30,000 filing fee. ``A'' 's decision to pay that fee may be 
justified on either of two bases. First, ``A'' may have concluded that 
the acquisition price can be reasonably estimated to be less than 
$161.5 million, because of anticipated adjustments--e.g., based on due 
diligence by ``A's'' accounting firm indicating that one third of the 
inventory is not saleable. If fair market value is also determined in 
good faith to be less than $161.5 million, the $30,000 fee is 
appropriate. Alternatively, ``A'' may conclude that because the 
adjustments cannot reasonably be estimated, the acquisition price is 
undetermined. If so, ``A'' would base the valuation on the good faith 
determination of fair market value. The acquiring party's execution of 
the Certification also attests to the good faith valuation of the value 
of the transaction.
    (5) ``A'' contracts to acquire all of the assets of ``B'' for in 
excess of $500 million. The assets include hotels, office

[[Page 5751]]

buildings, and rental retail property, all of which are exempted by 
Sec.  802.2 of this chapter. Section 802.2 directs that these assets 
are exempt from the requirements of the act and that reporting 
requirements for the transaction should be determined by analyzing the 
remainder of the acquisition as if it were a separate transaction. 
Furthermore, Sec.  801.15(a)(2) of this chapter states that those 
exempt assets are never held as a result of the acquisition. 
Accordingly, the aggregate amount of the transaction is in excess of 
$161.5 million), but less than $500 million. ``A'' will be liable for a 
filing fee of $100,000, rather than $250,000, because the value of the 
transaction is not less than $161.5 million but is less than $500 
million.
    (6) ``A'' acquires coal reserves from ``B'' valued at $150 million. 
No notification or filing fee is required because the acquisition is 
exempted by Sec.  802.3(b) of this chapter. Three months later, A 
proposes to acquire additional coal reserves from ``B'' valued at $500 
million. This transaction is subject to the notification requirements 
of the act because the value of the acquisition exceeds the $200 
million limitation on the exemption in Sec.  802.3(b). As a result of 
Sec.  801.13(b)(2)(ii) of this chapter, the prior $150 million 
acquisition must be added because the additional $500 million of coal 
reserves were acquired from the same person within 180 days of the 
initial acquisition. Because aggregating the two acquisitions exceeds 
the $200 million exemption limitation, Sec.  801.15(b) of this chapter 
directs that ``A'' will also hold the previously exempt $150 million 
acquisition; thus, the aggregate amount held as a result of the $500 
million acquisition exceeds $500 million. Accordingly, ``A'' must file 
notification to acquire the coal reserves valued in excess of $500 
million), but less than $1 billion and pay a filing fee of $250,000.
    (7) In 2023, ``A'' intends to acquire 20 percent of the voting 
securities of B, a non-publicly traded issuer. The agreed upon 
acquisition price is $160.5 million subject to post-closing adjustments 
of up to plus or minus $2 million. ``A'' estimates that the adjustments 
will be minus $1 million. In this example, since ``A'' is able in good 
faith to reasonably estimate the adjustments to the agreed-on price, 
the acquisition price is deemed to be determined and the appropriate 
filing fee threshold is $50 million (as adjusted). Even if the post-
closing adjustments cause the final price actually paid to exceed 
$161.5 million, ``A'' would be deemed to hold $159.5 million in B 
voting securities as a result of this acquisition. Note, that any 
additional acquisition by ``A'' of B voting may trigger another filing 
and require the appropriate fee.
    (8) ``A'' intends to make a cash tender offer for a minimum of 50 
percent plus one share of the voting securities of B, a non-publicly 
traded issuer, but will accept up to 100 percent of the shares if they 
are tendered. There are 12 million shares of B voting stock outstanding 
and the tender offer price is $100 per share. In this instance, since 
there is no cap on the number of shares that can be tendered, the value 
of the transaction will be the value of 100 percent of B's voting 
securities, and ``A'' must pay the $400,000 fee for the $1 billion 
filing fee threshold. Note that if the tender offer had been for a 
maximum of 50 percent plus one share the value of the transaction would 
be $600 million, and the appropriate fee would be $250,000, based on 
the $500 million filing fee threshold. This would be true even if the 
tender offer were to be followed by a merger which would be exempt 
under section 7A(c)(3) of the act.
* * * * *

0
5. 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

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0
6. 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
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    By direction of the Commission.
April J. Tabor,
Secretary.
[FR Doc. 2023-01584 Filed 1-27-23; 8:45 am]
BILLING CODE 6750-01-C

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