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ANTITRUST IMPROVEMENTS ACT
NOTIFICATION AND REPORT FORM
for Certain Mergers and Acquisitions
INSTRUCTIONS
1)
TWO (2) DVDs, each containing the Form, affidavit,
certification and all documentary attachments,
along with the original hard copies of the cover
letter, certification and affidavit.
OMB: 3084-0005
2)
GENERAL
The Notification and Report Form (“the Form”) is required to be
submitted pursuant to § 803.1(a) of the premerger notification
rules, 16 CFR Parts 801-803 (“the Rules”). These instructions
specify the information that must be provided in response to the
items on the Form.
Information
The central office for information and assistance concerning the
Form and the Rules is:
Premerger Notification Office
Federal Trade Commission, Room #5301
400 7th Street, S.W.
Washington, D.C. 20024
Phone: (202) 326-3100
E-mail: HSRhelp@ftc.gov
Provide DOJ with:
TWO (2) DVDs containing the same content as
above, along with THREE (3) hard copies of the
cover letter.
The Form must be a searchable PDF document. All other files
must be in searchable PDF or MS Excel spreadsheet format and
saved in color, if applicable. This includes the affidavit and
certification.
Label each DVD with the name of the person filing, the name of a
contact person and that person’s phone number. Leave space on
the DVD for the Agencies to write the assigned transaction
number and date of receipt.
If the DVD or files contain viruses, passwords, or are not
readable, the filing will not be accepted and the waiting period will
not start.
Copies of the Form, Instructions and Rules as well as information
to assist in completing the Form are available at the PNO
website.
Definitions
The definitions used in this Form are set forth in the Rules. See
Statute, Rules and Formal Interpretations for copies of the HartScott-Rodino Act (“the Act”), the Rules, and the Federal Register
Notices issuing the Rules and Rule amendments (“Statements of
Basis and Purpose”).
The term “documentary attachments” refers only to materials
submitted in response to Item 3(b), Item 4 and to submissions
pursuant to § 803.1(b) of the Rules.
For further instructions on DVD filing and specific DVD
requirements, go to HSR Resources on the PNO website.
If submitting a paper filing
1)
Provide the FTC with:
ONE (1) original and ONE (1) copy of the Form,
certification page and affidavit, along with an
original cover letter and ONE (1) set of
documentary attachments.
2)
Provide DOJ with:
TWO (2) copies of the Form, certification page and
affidavit, along with THREE (3) copies of the cover
letter, and ONE (1) set of documentary
attachments.
The terms “person filing” or “filing person” mean the ultimate
parent entity (“UPE”). (See § 801.1(a)(3)). The terms are used
herein interchangeably.
Filing
Parties should file the completed Form, together with all
documentary attachments, with the Premerger Notification Office
(“PNO”) of the Federal Trade Commission (“FTC”) and the
Premerger Unit of the Antitrust Division of the Department of
Justice (“DOJ”) (together, “the Agencies”). Filers have the option
of submitting a DVD filing or a paper filing. Filings should be
submitted to:
Affidavits
Affidavit(s) are required by § 803.5 and must attest to the good
faith of the persons filing to complete the transaction. Affidavits
must be notarized or use the language found in 28 U.S.C. § 1746
relating to unsworn declarations under penalty of perjury. If an
entity is filing on behalf of the acquiring or acquired person, the
affidavit must still attest to the good faith of the UPE.
In non-§ 801.30 transactions, the affidavit(s) (submitted by
both persons filing) must attest that a contract, agreement in
principle or letter of intent to merge or acquire has been
executed, and further attest to the good faith intention of the
person filing notification to complete the transaction. (See
§ 803.5(b)).
Premerger Notification Office
Federal Trade Commission, Room #5301
400 7th Street, S.W.
Washington, D.C. 20024
and
In § 801.30 transactions, the affidavit (submitted only by the
acquiring person) must attest:
Department of Justice
Antitrust Division
Premerger and Division Statistics Unit
450 Fifth Street, N.W., Suite 1100
Washington, D.C. 20530
If one or both delivery sites are unavailable, the Agencies may
announce alternate sites for delivery through the media and, if
possible, at the PNO website.
Instructions to FTC Form C4 (rev. 02/04/23)
Provide the FTC with:
I
1)
that the issuer whose voting securities or the
unincorporated entity whose non-corporate interests are
to be acquired has received notice, as described below,
from the acquiring person;
2)
in the case of a tender offer, that the intention to make
the tender offer has been publicly announced; and
3)
the good faith intention of the person filing notification to
complete the transaction.
Acquiring persons in § 801.30 transactions are required to
submit a copy of the notice received by the acquired person
pursuant to § 803.5(a)(3) along with the filing. This notice
must include:
1)
the identity of the acquiring person and the fact that the
acquiring person intends to acquire voting securities of
the issuer or non-corporate interests of the
unincorporated entity;
2)
the specific notification threshold that the acquiring
person intends to meet or exceed in an acquisition of
voting securities;
3)
the fact that the acquisition may be subject to the Act,
and that the acquiring person will file notification under
the Act;
4)
the anticipated date of receipt of such notification by the
Agencies; and
5)
the fact that the person within which the issuer or
unincorporated entity is included may be required to file
notification under the Act. (See § 803.5(a)).
Responses
Enter the name of the person filing notification in Item 1(a) on
page 1 of the Form, and enter the same name and the date on
which the Form is completed at the top of each page of the Form.
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 additional page should identify, at the top of the page, the
name of the person filing notification, the date on which the Form
is completed and the item to which it is addressed.
Voluntary submissions pursuant to § 803.1(b) should be identified
as V-1, V-2, etc.
If unable to answer any item fully, provide such information as is
available and a statement of reasons for non-compliance as
required by § 803.3. If exact answers to any item cannot be
given, enter best estimates and indicate the source or basis of
such estimates. Add an endnote with the notation “est.” to any
item where data are estimated.
All financial information should be expressed in millions of dollars
rounded to the nearest one-tenth of a million dollars.
Limited Response
The acquired person should limit its response in Items 5-7:
Year
All references to “year” refer to calendar year. If data are not
available on a calendar year basis, supply the requested data for
the fiscal year reporting period that most nearly corresponds to
the calendar year specified. References to “most recent year”
mean the most recent calendar or fiscal year for which the
requested information is available.
North American Industry Classification System (NAICS) and
North American Product Classification System (NAPCS) Data
The Form requests “dollar revenues” for non-manufactured and
manufactured products with respect to operations conducted
within the United States, and for products manufactured outside
of the United States and sold into the United States. (See §
803.2(d)). Filing persons must submit data by 6-digit NAICS code
to reflect both non-manufacturing and manufacturing dollar
revenues. To the extent that dollar revenues are derived from
manufacturing operations (NAICS Sectors 31-33), filing persons
must also submit data by 10-digit NAPCS code. (See Item 5
below).
In reporting information by 6-digit NAICS code, refer to the North
American Industry Classification System - United States, 2017
published by the Executive Office of the President, Office of
Management and Budget.
In reporting information by 10-digit NAPCS code, refer to the
concordance tables between 2012 product codes and 2017
NAPCS-based product codes published by the Bureau of the
Census.
Information regarding NAICS and NAPCS is available at
www.census.gov. This site also provides assistance in choosing
the proper code(s) for reporting in Item 5 of the Form.
Thresholds
Filing fee and notification thresholds are adjusted annually
pursuant to 15 U.S.C. § 18A(a)(2)(A) based on the change in
gross national product, in accordance with 15 U.S.C. § 19(a)(5).
The current threshold values can be found at Current Filing
Thresholds.
END OF GENERAL SECTION
Online Style Sheet for the Form
Online Tips for the Form
1)
in the case of an acquisition of assets, to the assets
being acquired;
2)
in the case of an acquisition of voting securities, to the
issuer(s) whose voting securities are being acquired and
all entities controlled by such acquired entities; and
3)
in the case of an acquisition of non-corporate interests,
to the unincorporated entity(s) whose non-corporate
interests are being acquired and all entities controlled by
such acquired entities.
Separate responses may be required where a person is both
acquiring and acquired. (See § 803.2(b)).
Information need not be supplied regarding assets, voting
securities or non-corporate interests currently being acquired
Instructions to FTC Form C4 (rev. 02/04/23)
when their acquisition is exempt under the Act or Rules. (See
§ 803.2(c)).
II
THE FORM - ITEM BY ITEM
Fee Information
The fee for filing the Form is based on the aggregate total value
of assets, voting securities and controlling non-corporate interests
to be held as a result of the acquisition. Beginning fiscal year
2024, the fee tiers will adjust by the change in the gross national
product and the fees may increase as a result of changes to the
consumer price index, as provided in 15 U.S.C. 18(a) statutory
note.
For current thresholds and fee information, see the PNO website.
Amount Paid
Indicate the amount of the filing fee paid. This amount should be
net of any banking or financial institution charges.
Payer Identification
Provide the payer’s name and 9-digit Taxpayer Identification
Number (TIN). If the payer is a natural person with no TIN,
provide the natural person’s social security number.
Index of Hyperlinks in these Instructions:
PNO website: https://www.ftc.gov/enforcement/premergernotification-program
Statute, Rules and Formal Interpretations:
https://www.ftc.gov/enforcement/premerger-notificationprogram/statute-rules-formal-interpretations
HSR Resources:
https://www.ftc.gov/enforcement/premerger-notificationprogram/hsr-resources
Current Filing Thresholds:
https://www.ftc.gov/enforcement/premerger-notificationprogram/current-thresholds
Online Style Sheet for the Form:
https://www.ftc.gov/enforcement/premerger-notificationprogram/form-instructions/style-sheet
Method of Payment
The preferred method of payment is by electronic wire transfer
(EWT). For EWT payments, provide the EWT confirmation
number and the name of the financial institution from which the
EWT is being sent. If the EWT confirmation number is not
available at the time of filing, provide this information to the PNO
within two business days of filing.
Online Tips for the Form:
https://www.ftc.gov/system/files/attachments/forminstructions/hsr_form_tip_sheet_1.0.5.pdf
In order for the FTC to track payment, the payer must provide
information required by the Fedwire Instructions to the financial
institution initiating the EWT. A template of the Fedwire
Instructions is available at the PNO website on the Filing Fee
Information page.
Procedures for Submitting Post-Consummation Filings:
https://www.ftc.gov/enforcement/premerger-notificationprogram/post-consummation-filings-hsr-violations
Filing Fee Information:
https://www.ftc.gov/enforcement/premerger-notificationprogram/filing-fee-information
Online Tips for Item 4(c):
https://www.ftc.gov/sites/default/files/attachments/hsrresources/4ctipsheet.pdf
There are now specific, limited criteria for paying by certified
check. Please see the Filing Fee Information page for details.
Corrective Filings
Put an X in the appropriate box to indicate whether the notification
is a corrective filing (i.e., an acquisition that has already taken
place without filing, in violation of the statute). See Procedures
for Submitting Post-Consummation Filings for more information
on how to proceed in the case of a corrective filing.
Online Tips for Item 4(d):
https://www.ftc.gov/enforcement/premerger-notificationprogram/hsr-resources/pno-guidance-item-4d
Online Tips for Item 5:
https://www.ftc.gov/enforcement/premerger-notificationprogram/hsr-resources/reporting-revenues-item-5
Cash Tender Offer
Put an X in the appropriate box to indicate whether the acquisition
is a cash tender offer.
Online Tips for Item 6:
https://www.ftc.gov/enforcement/premerger-notificationprogram/hsr-resources/tips-completing-item-6-hsr-form
Bankruptcy
Put an X in the appropriate box to indicate whether the acquired
person’s filing is being made by a trustee in bankruptcy or by a
debtor-in-possession for a transaction that is subject to Section
363(b) of the Bankruptcy Code (11 U.S.C. § 363).
Online Tips for Item 7:
https://www.ftc.gov/enforcement/premerger-notificationprogram/hsr-resources/tips-completing-item-7-hsr-form
Early Termination
Put an X in the “yes” box to request early termination of the
waiting period. Notification of each grant of early termination will
be published in the Federal Register, as required by 15 U.S.C.
§ 18A(b)(2), and on the PNO website. Note that if either party in
any transaction requests early termination, it may be granted and
published.
Transactions Subject to International Antitrust Notification
If, to the knowledge or belief of the filing person at the time of
filing, a non-U.S. antitrust or competition authority has been or will
be notified of the proposed transaction, list the name of each such
authority. Response to this item is voluntary.
Instructions to FTC Form C4 (rev. 02/04/23)
III
ITEM 1
ITEM 2
Item 1(a)
Provide the name, headquarters address and website (if one
exists) of the person filing notification. The name of the person
filing is the name of the UPE. (See § 801.1(a)(3)).
Item 2(a)
Provide the names of all UPEs of acquiring and acquired persons
that are parties to the transaction, whether or not they are
required to file notification. If a person is not required to file,
check the non-reportable box.
Item 1(b)
Indicate whether the person filing notification is an acquiring
person, an acquired person, or both an acquiring and acquired
person. (See § 801.2).
Item 1(c)
Put an X in the appropriate box to indicate whether the person in
Item 1(a) is a corporation, unincorporated entity, natural person,
or other (specify). (See § 801.1).
Item 1(d)
Put an X in the appropriate box to indicate whether data furnished
in Item 5 is by calendar year or fiscal year. If fiscal year, specify
the time period.
Item 1(e)
Put an X in the appropriate box to indicate if the Form is being
filed on behalf of the UPE by another entity within the same
person authorized by it to file notification on its behalf pursuant to
§ 803.2(a), or if the Form is being filed pursuant to § 803.4 on
behalf of a foreign person. Then provide the name and mailing
address of the entity filing notification on behalf of the filing
person named in Item 1(a) of the Form.
Item 1(f)
For the acquiring person, if an entity other than the UPE listed in
Item 1(a) is making the acquisition, provide the name and mailing
address of that entity and the percentage of its voting securities or
non-corporate interests held directly or indirectly by the person
named in Item 1(a) above.
For the acquired person, if the assets, voting securities or noncorporate interests of an entity other than the UPE listed in Item
1(a) are being acquired, provide the name and mailing address of
that entity and the percentage of its voting securities or noncorporate interests held directly or indirectly by the person named
in Item 1(a) above.
Item 1(g)
Provide the name and title, firm name, address, telephone
number, and e-mail address of the primary and secondary
individuals to contact regarding the Form. A second contact
person is required. (See § 803.20(b)(2)(ii)).
Item 1(h)
Foreign filing persons must provide the name, firm name,
address, telephone number, and e-mail address of an individual
located in the United States designated for the limited purpose of
receiving notice of the issuance of a request for additional
information or documentary material. (See § 803.20(b)(2)(iii)).
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.
END OF ITEM 1
Instructions to FTC Form C4 (rev. 02/04/23)
Item 2(b)
Put an X in all the boxes that apply to the transaction.
Item 2(c)
This item should only be completed by the acquiring person
where voting securities are being acquired. If more than
voting securities are being acquired, respond to this item only
regarding voting securities. Put an X in the box to indicate the
highest applicable threshold for which notification is being filed:
$50 million (as adjusted), $100 million (as adjusted), $500 million
(as adjusted), 25% (if the value of voting securities to be held is
greater than $1 billion, as adjusted), or 50%. (See § 801.1(h)).
Note that the 50% notification threshold is the highest threshold
and should be used for any acquisition of 50% or more of the
voting securities of an issuer, regardless of the value of the voting
securities. For instance, an acquisition of 100% of the voting
securities of an issuer, valued in excess of $500 million (as
adjusted) would cross the 50% notification threshold, not the $500
million (as adjusted) threshold.
Item 2(d)
Provide the requested information on assets, voting securities
and non-corporate interests. If a combination of assets, voting
securities and/or non-corporate interests are being acquired and
allocation is not possible, note such information in an endnote.
For determining percentage of voting securities, evaluate total
voting power per § 801.12.
For determining percentage of non-corporate interests, evaluate
the economic interests per § 801.1(b)(1)(ii).
Item 2(d)(i)
State the value of voting securities already held. (See § 801.10).
Item 2(d)(ii)
State the percentage of voting securities already held. (See
§ 801.12).
Item 2(d)(iii)
State the total value of voting securities to be held as a result of
the acquisition. (See § 801.10).
Item 2(d)(iv)
State the total percentage of voting securities to be held as a
result of the acquisition. (See § 801.12).
Item 2(d)(v)
State the value of non-corporate interests already held. (See
§ 801.10).
Item 2(d)(vi)
State the percentage of non-corporate interests already held.
(See § 801.1(b)(1)(ii)).
Item 2(d)(vii)
State the total value of non-corporate interests to be held as a
result of the acquisition. (See § 801.10).
IV
ITEM 2 cont.
ITEM 3
Item 2(d)(viii)
State the total percentage of non-corporate interests to be held as
a result of the acquisition. (See §§ 801.10 and 801.1(b)(1)(ii)).
Item 3(a)
At the top of Item 3(a), list the name and mailing address of each
acquiring and acquired person, and acquiring and acquired entity,
whether or not required to file notification. It is not necessary to
list every subsidiary wholly-owned owned by an acquired entity.
Item 2(d)(ix)
State the value of assets to be held as a result of the acquisition.
(See § 801.10).
Item 2(d)(x)
State the aggregate total value of assets, voting securities and
non-corporate interests of the acquired person to be held as a
result of the acquisition. (See §§ 801.10, 801.12, 801.13 and
801.14).
If any attached transaction documents use coded names to refer
to the parties, please provide an index identifying the codes.
END OF ITEM 2
If there are additional filings, such as shareholder backside filings,
associated with the transaction, identify those. Also, identify any
special circumstances that apply to the filing, such as whether
part of the transaction is exempt under one of the exemptions
found in Part 802.
Most Common Mistakes When Completing the
HSR Form
In the Transaction Description section, briefly describe the
transaction, indicating whether assets, voting securities or noncorporate interests (or some combination) are to be acquired.
Describe the business operation(s) being acquired. If assets,
describe the assets and whether they comprise a business
operation. Also, indicate what consideration will be received by
each party and the scheduled consummation date of the
transaction.
Noncompliant affidavit
Missing contact information in Item 1(g)
Failure to describe target in Item 3(a)
Incomplete privilege log
Failure to properly identify authors and
recipients of Item 4c/4d documents
Failure to properly round revenues in
Item 5 to nearest tenth of a million and
failure to list in ascending order
Failure to provide required geographic
information (e.g., state, county, and city
or town) in Item 7(c)(iv)(b)
Failure to provide the total number of
states and territories in response to Item
7(c)
Item 3(b)
Furnish copies of all documents that constitute the agreement(s)
among the acquiring person(s) and the person(s) whose assets,
voting securities or non-corporate interests are to be acquired.
Also furnish agreements not to compete and other agreements
between the parties. Do not submit schedules and the like unless
they contain agreements not to compete, other agreements
between the parties, or other important terms of the transaction.
For purposes of Item 3(b), responsive documents must be
submitted; identifying an internet address or providing a link is not
sufficient.
Documents that constitute the agreement(s) (e.g., a Letter of
Intent, Merger Agreement, Purchase and Sale Agreement) must
be executed, while agreements not to compete may be provided
in draft form if that is the most recent version.
If parties are filing on an executed Letter of Intent, they may also
submit a draft of the definitive agreement, if one exists.
Note that transactions subject to § 801.30 and bankruptcies under
11 U.S.C. § 363 do not require an executed agreement or letter of
intent. For bankruptcies, provide the order from the bankruptcy
court.
END OF ITEM 3
Instructions to FTC Form C4 (rev. 02/04/23)
V
ITEM 4
Item 4(a)
Provide the names of all entities within the person filing
notification, including the UPE, that file annual reports (Form 10-K
or Form 20-F) with the United States Securities and Exchange
Commission, and provide the Central Index Key (CIK) number for
each entity.
Item 4(b)
Provide the most recent annual reports and/or annual audit
reports (or, if audited is unavailable, unaudited) of the person
filing notification.
Privilege
Note that if the filing person withholds or redacts portions of any
document responsive to Items 4(c) and 4(d) based on a claim of
privilege, the person must provide a statement of reasons for noncompliance (a “privilege log”) detailing the claim of privilege for
each withheld or redacted document. (See § 803.3(d)).
For each document, include the:
1)
title of the document;
2)
its author;
3)
author’s title/position;
4)
addressee;
5)
addressee’s title/position;
6)
date;
Natural persons need only provide the most recent reports for the
highest level entity(s) they control. Do not provide personal
balance sheets or tax returns.
7)
subject matter;
8)
all recipients of the original and any copies;
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.
9)
recipients’ titles/positions;
The acquiring person should also provide the most recent reports
of the acquiring entity(s) and any controlled entity whose dollar
revenues contribute to an overlap reported in Item 7.
The acquired person should also provide the most recent reports
of the acquired entity(s).
Note that the person filing notification may incorporate a
document by reference to an internet address directly linking to
the document. (See § 803.2(e)).
Items 4(c) and 4(d)
For each document responsive to Items 4(c) and 4(d), provide
the:
1)
document’s title;
2)
date of preparation; and
3)
name and title of each individual who prepared the
document.
If a specific date is not available, indicate the month and year the
document was prepared.
If a large group of people prepared the document, list all the
authors and their titles, identifying the principal authors.
Alternatively, it is acceptable to indicate that the document was
prepared under the supervision of the lead author and to provide
the name and title of that author. If a third party prepared the
document, the date of preparation and the name of the third party
will suffice.
Numbering
Number each document provided in response to Items 4(c) and
4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3, etc.
Likewise, number 4(d) documents 4(d)-1, 4(d)-2, 4(d)-3, etc.,
regardless of the three sub-categories within Item 4(d). If
providing only one document, identify it as 4(c)-1 or 4(d)-1.
When submitting a document responsive to both 4(c) and 4(d), list
it only once, under 4(c) or 4(d). If a document is responsive to
both 4(c) and 4(d), do not cross-reference.
Instructions to FTC Form C4 (rev. 02/04/23)
VI
10) document’s present location; and
11) who has control over it.
Additionally, the filing person must state the factual basis
supporting the privilege claim in sufficient detail to enable staff to
assess the validity of the claim for each document without
disclosing the protected information.
If a privileged document was circulated to a group, such as the
Board or an investment committee, the name of the group is
sufficient, but the filing person should be prepared to disclose the
names and titles/positions of the individual group members, if
requested. If the claim of privilege is based on advice from inside
and/or outside counsel, the name of the inside and/or outside
counsel providing the advice (and the law firm, if applicable) must
be provided. If several lawyers participated in providing advice,
identifying lead counsel is sufficient. In identifying who controls a
document, the name of the law firm is sufficient.
When creating a privilege log, use a separate numbering system
for withheld documents, such as P-1, P-2, etc. Redacted
documents should also be listed in a separate log that complies
with § 803.3(d).
Item 4(c)
Provide all studies, surveys, analyses and reports which were
prepared by or for any officer(s) or director(s) (or, in the case of
unincorporated entities, individuals exercising similar functions)
for the purpose of evaluating or analyzing the acquisition with
respect to market shares, competition, competitors, markets,
potential for sales growth or expansion into product or geographic
markets.
Item 4(d)
Item 4(d)(i)
Provide all Confidential Information Memoranda prepared by or
for any officer(s) or director(s) (or, in the case of unincorporated
entities, individuals exercising similar functions) of the UPE of the
acquiring or acquired person or of the acquiring or acquired
entity(s) that specifically relate to the sale of the acquired entity(s)
ITEM 4 cont.
ITEMS 5 THROUGH 7
or assets. If no such Confidential Information Memorandum
exists, submit any document(s) given to any officer(s) or
director(s) of the buyer meant to serve the function of a
Confidential Information Memorandum. This does not include
ordinary course documents and/or financial data shared in the
course of due diligence, except to the extent that such materials
served the purpose of a Confidential Information Memorandum
when no such Confidential Information Memorandum exists.
Documents responsive to this item are limited to those produced
up to one year before the date of filing.
Limited response for acquired person. For Items 5 through 7,
the acquired person should limit its response in the case of an
acquisition of:
Item 4(d)(ii)
Provide all studies, surveys, analyses and reports prepared by
investment bankers, consultants or other third party advisors
(“third party advisors”) for any officer(s) or director(s) (or, in the
case of unincorporated entities, individuals exercising similar
functions) of the UPE of the acquiring or acquired person or of the
acquiring or acquired entity(s) for the purpose of evaluating or
analyzing market shares, competition, competitors, markets,
potential for sales growth or expansion into product or geographic
markets that specifically relate to the sale of the acquired entity(s)
or assets. This item requires only materials developed by third
party advisors during an engagement or for the purpose of
seeking an engagement. Documents responsive to this item are
limited to those produced up to one year before the date of filing.
Item 4(d)(iii)
Provide all studies, surveys, analyses and reports evaluating or
analyzing synergies and/or efficiencies prepared by or for any
officer(s) or director(s) (or, in the case of unincorporated entities,
individuals exercising similar functions) for the purpose of
evaluating or analyzing the acquisition. Financial models without
stated assumptions need not be provided in response to this item.
1)
assets, to the assets to be acquired;
2)
voting securities, to the issuer(s) whose voting securities
are being acquired and all entities controlled by such
issuer; and/or
3)
non-corporate interests, to the unincorporated entity(s)
being acquired and all entities controlled by such
unincorporated entity(s).
A person filing as both acquiring and acquired persons may be
required to provide a separate response to Items 5 through 7 in
each capacity so that it can properly limit its response as an
acquired person. (See §§ 803.2(b) and (c)).
ITEM 5
This item requests information regarding dollar revenues. (See
NAICS and NAPCS Data section on page II). All persons must
submit all dollar revenues at the 6-digit NAICS industry code
level. To the extent that dollar revenues are derived from
manufacturing operations (NAICS Sectors 31-33), filers must also
submit revenue by 10-digit NAPCS code. Concordance tables
between 2012 10-digit NAICS codes and 10-digit 2017 NAPCS
codes are available at: https://www.census.gov/programssurveys/economic-census/guidance/understanding-napcs.html.
List all NAICS and NAPCS codes in ascending order.
Acquiring persons filing notification should include the total dollar
revenues for all entities included within the person filing
notification at the time the Form is prepared. Acquired persons
filing notification should include the total dollar revenues for all
entities included within the acquired entity at the time the Form is
prepared. If no dollar revenues are reported, check the “None”
box and provide a brief explanation.
END OF ITEM 4
Tip for Item 4
If there is insufficient room on the Form for a
response, attach “additional pages” behind that
item on the Form. (See Responses on page II).
Item 5(a)
Provide 6-digit NAICS industry data concerning the aggregate
U.S. operations of the person filing notification for the most recent
year in all NAICS Sectors in which the person engaged. If the
dollar revenues for a non-manufacturing NAICS code totaled less
than one million dollars in the most recent year, that code may be
omitted from Item 5(a).
Online Tips for Item 4(c)
Online Tips for Item 4(d)
Additionally, provide 10-digit NAPCS product code data for each
product code within all manufacturing NAICS Sectors (31-33) in
which the person engaged in the U.S., including dollar revenues
for each product manufactured outside the U.S. but sold into the
U.S. Sales of any manufactured product should be reported in a
manufacturing code, even if sold through a separate warehouse
or retail establishment.
If such data have not been compiled for the most recent year,
estimates of dollar revenues by 6-digit NAICS codes and 10-digit
NAPCS codes may be provided.
Check the Overlap box for every 6-digit manufacturing and nonmanufacturing NAICS code and every 10-digit NAPCS code in
which both parties to the transaction generate dollar revenues.
Instructions to FTC Form C4 (rev. 02/04/23)
VII
ITEM 5 cont.
ITEM 6
Item 5(b)
Complete only if the acquisition is the formation of a joint
venture corporation or unincorporated entity. (See §§ 801.40
and 801.50). If the acquisition is not the formation of a joint
venture, check the “Not Applicable” box.
An acquired person does not complete Item 6 if the
transaction involves only the acquisition of assets. If the
transaction involves a mix of assets along with voting securities
and/or non-corporate interests, the acquired person must
complete Item 6 as related to the voting securities and noncorporate interests.
Item 5(b)(i)
List the contributions that each person forming the joint venture
corporation or unincorporated entity has agreed to make,
specifying when each contribution is to be made and the value of
the contribution as agreed by the contributors.
Item 5(b)(ii)
Describe fully the consideration that each person forming the joint
venture corporation or unincorporated entity will receive in
exchange for its contribution(s).
Item 5(b)(iii)
Describe generally the business in which the joint venture
corporation or unincorporated entity will engage, including its
principal types of products or activities, and the geographic areas
in which it will do business.
Item 5(b)(iv)
Identify each 6-digit NAICS industry code in which the joint
venture corporation or unincorporated entity will derive dollar
revenues. If the joint venture corporation or unincorporated entity
will be engaged in manufacturing, also specify each 10-digit
NAPCS product code in which it will derive dollar revenues.
END OF ITEM 5
Item 6(a)
Subsidiaries of filing person. List the name, city and
state/country of all U.S. entities, and all foreign entities that have
sales in or into the U.S., that are included within the person filing
notification. Entities with total assets of less than $10 million may
be omitted. Alternatively, the filing person may report all entities
within it.
Item 6(b)
Minority shareholders. For the acquired entity(s) and for the
acquiring entity(s) and its UPE or, in the case of natural persons,
the top-level corporate or unincorporated entity(s) within that
UPE, list the name and headquarters mailing address of each
shareholder that holds 5% or more but less than 50% of the
outstanding voting securities or non-corporate interests of the
entity, and the percentage of voting securities or non-corporate
interests held by that person. (See § 801.1(c))
For limited partnerships, only the general partner(s), regardless of
percentage held, should be listed.
Item 6(c)
Minority holdings. Item 6(c) requires the disclosure of holdings
of 5% or more but less than 50%, of any entity(s) that derives
dollar revenues in any 6-digit NAICS code reported by the other
person filing notification. Holdings in those entities that have total
assets of less than $10 million may be omitted.
The acquiring person may rely on its regularly prepared financials
that list its investments, and those of its associates that list their
investments, to respond to Items 6(c)(i) and (ii), provided the
financials are no more than three months old.
Tip for Item 5
Remember, all financial information should be
expressed in millions of dollars, rounded to the
nearest one-tenth of a million dollars.
If NAICS codes are unavailable, holdings in entities that have
operations in the same industry, based on the knowledge or belief
of the acquiring person, should be listed. In responding to Items
6(c)(i) and 6(c)(ii), it is permissible for the acquiring person to list
all entities in which it or its associate(s) holds 5% or more but less
than 50% of the voting securities of any issuer or non-corporate
interests of any unincorporated entity. Holdings in those entities
that have total assets of less than $10 million may be omitted.
Online Tips for Item 5
Item 6(c)(i)
Minority holdings of filing person. If the person filing
notification holds 5% or more but less than 50% of the voting
securities of any issuer or non-corporate interests of any
unincorporated entity, list the issuer and percentage of voting
securities held, or in the case of an unincorporated entity, list the
unincorporated entity and the percentage of non-corporate
interests held.
The acquiring person should limit its response, based on its
knowledge or belief, to entities that derived dollar revenues in the
most recent year from operations in industries within any 6-digit
NAICS industry code in which the acquired entity(s) or assets
also derived dollar revenues in the most recent year.
The acquired person should limit its response, based on its
knowledge or belief, to entities that derive dollar revenues in the
Instructions to FTC Form C4 (rev. 02/04/23)
VIII
ITEM 7
ITEM 6 cont.
same 6-digit NAICS industry code as the acquiring person.
Item 6(c)(ii)
Minority holdings of associates.
This item should only be completed by the acquiring person.
Based on the knowledge or belief of the acquiring person, for
each associate (see § 801.1(d)(2)) of the acquiring person
holding:
1)
5% or more but less than 50% of the voting securities or
non-corporate interests of the acquired entity(s); and/or
2)
5% or more but less than 50% of the voting securities of
any issuer or non-corporate interests of any
unincorporated entity that derived dollar revenues in the
most recent year from operations in industries within any
6-digit NAICS industry code in which the acquired
entity(s) or assets also derived dollar revenues in the
most recent year;
list the associate, the issuer or unincorporated entity and the
percentage held.
If, to the knowledge or belief of the person filing notification, the
acquiring person, or any associate (see § 801.1(d)(2)) of the
acquiring person, derived any amount of dollar revenues (even if
omitted from Item 5) in the most recent year from operations:
1)
in industries within any 6-digit NAICS industry code in
which any acquired entity that is a party to the
acquisition also derived any amount of dollar revenues in
the most recent year; or
2)
in which a joint venture corporation or unincorporated
entity will derive dollar revenues;
then for each such 6-digit NAICS industry code follow the
instructions below for this section.
Note that if the acquired entity is a joint venture, the only overlaps
that should be reported are those between the assets to be held
by the joint venture and any assets of the acquiring person or its
associates not contributed to the joint venture.
Also, if the acquiring person reports an associate overlap only,
the acquired person does not need to respond to Item 7.
Item 7(a)
Industry Code Overlap Information
Provide the 6-digit NAICS industry code and description for the
industry, and indicate whether the overlap is from the person, an
associate or both.
END OF ITEM 6
Tip for Item 6(c)
Remember, if NAICS codes are unavailable,
holdings in entities that have operations in the
same industry, based on the knowledge or belief
of the acquiring person, should be listed.
Item 7(b)
Item 7(b)(i)
If the UPE of the other person(s) filing notification derived dollar
revenues in the same 6-digit industry code(s) listed in Item 7(a),
list the name of that UPE and the name of the entity(s) within that
UPE that actually derived those dollar revenues, if different from
the entity(s) listed in Item 3(a).
Online Tips for Item 6
Item 7(b)(ii)
This item should only be completed by the acquiring person.
List the name of each associate of the acquiring person that also
derived dollar revenues through a controlled operating
company(s) in the 6-digit industry and, if different, the name of the
entity(s) that actually derived those dollar revenues.
Item 7(c)
Geographic Market Information
Use the 2-digit postal codes for states and territories and provide
the total number of states and territories at the end of the
response.
Note that except in the case of those NAICS industries in the
Sectors and Subsectors mentioned in Item 7(c)(iv)(b), the person
filing notification may respond with the word “national” if business
is conducted in all 50 states.
Item 7(c)(i)
NAICS Sectors 31-33
For each 6-digit NAICS industry code within NAICS Sectors 31-33
(manufacturing industries) listed in Item 7(a), list the relevant
geographic information in which, to the knowledge or belief of the
person filing the notification, the products in that 6-digit NAICS
industry code produced by the person filing notification are sold
without a significant change in their form (whether they are sold
by the person filing notification or by others to whom such
products have been sold or resold). Except for industries covered
Instructions to FTC Form C4 (rev. 02/04/23)
IX
ITEM 7 cont.
by Item 7(c)(iv)(b), the relevant geographic information is all
states or, if desired, portions thereof.
Item 7(c)(ii)
NAICS Sector 42
For each 6-digit NAICS industry code within NAICS Sector 42
(wholesale trade) listed in Item 7(a), list the states or, if desired,
portions thereof in which the customers of the person filing
notification are located.
Item 7(c)(iii)
NAICS Industry Group 5241
For each 6-digit NAICS industry code within NAICS Industry
Group 5241 (insurance carriers) listed in Item 7(a), list the state(s)
in which the person filing notification is licensed to write
insurance.
Item 7(c)(iv)(a)
Other NAICS Sectors
For each 6-digit NAICS industry code listed in item 7(a) within the
NAICS Sectors or Subsectors below, list the states or, if desired,
portions thereof in which the person filing notification conducts
such operations.
11
21
22
23
48-49
511
515
517
71
agriculture, forestry, fishing and hunting
mining
utilities
construction
transportation and warehousing
publishing industries
broadcasting
telecommunications
arts, entertainment and recreation
512
521
522
532
62
72
811
812
nonmetallic mineral mining and quarrying
industrial gases
concrete
concrete products
retail trade, except 442 (furniture and home
furnishings stores), and 443 (electronics and
appliance stores)
motion picture and sound recording industries
monetary authorities - central bank
credit intermediation and related activities
rental and leasing services
health care and social assistance
accommodations and food services, except
7212 (recreational vehicle parks and
recreational camps), and 7213 (rooming and
boarding houses)
repair and maintenance, except 8114 (personal
and household goods repair and maintenance)
personal and laundry services
Item 7(c)(iv)(c)
For each 6-digit NAICS industry code listed in item 7(a) within the
NAICS Sectors or Subsectors below, list the states or, if desired,
portions thereof in which the person filing notification conducts
such operations.
Instructions to FTC Form C4 (rev. 02/04/23)
5242
525
53
54
55
56
61
7212
7213
813
8114
furniture and home furnishings stores
electronics and appliance stores
internet publishing & broadcasting
internet service providers
other information services
securities, commodity contracts and other
financial investments and related activities
insurance agencies and brokerages, and other
insurance related activities
funds, trusts and other financial vehicles
real estate and rental and leasing
professional, scientific and technical services
management of companies and enterprises
administrative and support and waste
management and remediation services
educational services
recreational vehicle parks and recreational
camps
rooming and boarding houses
religious, grantmaking, civic, professional, and
similar organizations
personal and household goods repair and
maintenance
Item 7(d)
This item should only be completed by the acquiring person.
Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv)
to respond to this item, providing the information for associates of
the acquiring person. Provide separate responses for each
associate of the acquiring person and, if different, the controlled
operating company(s) that actually derived the dollar revenues.
END OF ITEM 7
Item 7(c)(iv)(b)
For each 6-digit NAICS industry code listed in item 7(a) within the
NAICS Sectors or Subsectors below, provide the address,
arranged by state, county and city or town, of each establishment
from which dollar revenues were derived in the most recent year
by the person filing notification.
2123
32512
32732
32733
44-45
442
443
516
518
519
523
X
Online Tips for Item 7
ITEM 8
CERTIFICATION
This item should only be completed by the acquiring person.
Determine each 6-digit NAICS industry code listed in Item 7(a), in
which the acquiring person derived dollar revenues of $1 million
or more in the most recent year and in which either:
1)
2)
the acquired entity derived dollar revenues of $1 million
or more in the recent year (or in the case of the
formation of a joint venture corporation or
unincorporated entity, the joint venture corporation or
unincorporated entity reasonably can be expected to
derive dollar revenues of $1 million or more); or
in the case of acquired assets, to which dollar revenues
of $1 million or more were attributable in the most recent
year.
For each such 6-digit NAICS industry code, list all acquisitions of
entities or assets deriving dollar revenues in that 6-digit NAICS
industry code made by the acquiring person in the five years prior
to the date of the instant filing, even if the transaction was nonreportable. List only acquisitions of 50% or more of the voting
securities of an issuer or 50% or more of non-corporate interests
of an unincorporated entity that had annual net sales or total
assets greater than $10 million in the year prior to the acquisition,
and any acquisitions of assets valued at or above the statutory
size-of-transaction test at the time of their acquisition.
This item pertains only to acquisitions of U.S. entities/assets and
foreign entities/assets with sales in or into the U.S., i.e., with
dollar revenues that would be reported in Item 5.
For each such acquisition, supply:
1)
the 6-digit NAICS industry code (by number and
description) identified above in which the acquired entity
derived dollar revenues;
2)
the name of the entity from which the assets, voting
securities or non-corporate interests were acquired;
3)
the headquarters address of that entity prior to the
acquisition;
4)
whether assets, voting securities or non-corporate
interests were acquired; and
5)
See § 803.6 for requirements.
The certification must be notarized or use the language found in
28 U.S.C. § 1746 relating to unsworn declarations under penalty
of perjury.
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.S.C. § 7701. The primary use of
information submitted on this Form is to determine whether the
reported merger or acquisition may violate the antitrust laws.
Taxpayer information is collected, used, and may be shared with
other agencies and contractors for payment processing, debt
collection and reporting purposes. Furnishing the information on
the Form is voluntary. Consummation of an acquisition required
to be reported by the statute cited above without having provided
this information may, however, render a person liable to civil
penalties up to the amount listed in 16 C.F.R. §1.98(a) per day.
We also may be unable to process the Form unless you provide
all of the requested information.
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 collection of
information. Send comments regarding the burden estimate or
any other aspect of this report, including suggestions for reducing
this burden to:
Premerger Notification Office
Federal Trade Commission, Room #5301
400 7th Street, S.W.
Washington, D.C. 20024
and
Office of Information and Regulatory Affairs
Office of Management and Budget
Washington, D.C. 20503
the consummation date of the acquisition.
Under the Paperwork Reduction Act, as amended, an agency
may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a
currently valid OMB control number. The operative OMB control
number, 3084-0005, appears within the Notification and Report
Form and these Instructions.
END OF ITEM 8
END OF FORM INSTRUCTIONS
Instructions to FTC Form C4 (rev. 02/04/23)
XI
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.