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


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

FEDERAL TRADE COMMISSION

16 CFR Part 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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

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

DATES: Effective July 12, 2017.

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

SUPPLEMENTARY INFORMATION:

Introduction

    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers and acquisitions to file notifications with the Federal 
Trade Commission (``the Commission'') and the Assistant Attorney 
General in charge of the Antitrust Division of the Department of 
Justice (``the Assistant Attorney General'') (collectively ``the 
Agencies'') and to wait a specified period of time before consummating 
such transactions. The reporting requirement and the waiting period 
that it triggers are intended to enable the Agencies to determine 
whether a proposed merger or acquisition may violate the antitrust laws 
if consummated and, when appropriate, to seek a preliminary injunction 
in federal court to prevent consummation, pursuant to Section 7 of the 
Act.
    Section 7A(d)(1) of the Act, 15 U.S.C. 18a(d)(1), directs the 
Commission, with the concurrence of the Assistant Attorney General, in 
accordance with the Administrative Procedure Act, 5 U.S.C. 553, to 
require that premerger notification be in such form and contain such 
information and documentary material as may be necessary and 
appropriate to determine whether the proposed transaction may, if 
consummated, violate the antitrust laws. Section 7A(d)(2) of the Act, 
15 U.S.C. 18a(d)(2), grants the Commission, with the concurrence of the 
Assistant Attorney General, in accordance with 5 U.S.C. 553, the 
authority to define the terms used in the Act and prescribe such other 
rules as may be necessary and appropriate to carry out the purposes of 
Sec.  7A. Pursuant to that authority, the Commission, with the 
concurrence of the Assistant Attorney General, developed the Rules, 
codified in 16 CFR parts 801, 802 and 803, and the HSR Form and its 
associated Instructions, codified at Part 803--Appendix. The Rules, 
codified in 16 CFR parts 801, 802 and 803, and associated Forms and 
Instructions, codified at Part 803--Appendix, to govern the form of 
premerger notifications to be provided by merging parties. The HSR Form 
is designed to provide the Commission and the Assistant Attorney 
General with the information and documentary material necessary for an 
initial evaluation of the potential anticompetitive impact of 
significant mergers, acquisitions and certain similar transactions.

Changes to the HSR Form

    The Commission is amending the HSR Form so that it will conform to 
the recently published amendments to the associated Instructions and 
reflect changes in the noncompliance penalty and the Premerger 
Notification Office address.\1\ The changes are as follows:
---------------------------------------------------------------------------

    \1\ 81 FR 60257 (September 1, 2016).
---------------------------------------------------------------------------

    1. Fee Information--The Commission has deleted the following 
language

[[Page 32124]]

(along with an attachment box) from page one of the HSR Form: ``In 
cases where your filing fee would be higher if based on acquisition 
price or where the acquisition price is undetermined to the extent that 
it may straddle a filing fee threshold, attach an explanation of how 
you determined the appropriate fee.'' The Commission eliminated this 
requirement in its amended Instructions. Thus, the language and the box 
have been deleted from the HSR Form.
    2. Form Revised Date--The HSR Form's ``Revised Date'' on the bottom 
of each page has been updated from ``(rev. 08/18/11)'' to ``(rev. 01/
02/2017)'' to reflect the ministerial revisions described in this 
notice.
    3. Penalty--The HSR Form, on page 10, refers to a noncompliance 
penalty of $16,000 per day. By statute,\2\ the Commission is required 
to adjust its civil penalty amounts for inflation every January. The 
HSR Form has been amended to omit the specific dollar amount and 
instead cross-reference 16 CFR 1.98(a), which lists the inflation-
adjusted civil penalty.
---------------------------------------------------------------------------

    \2\ Federal Civil Penalties Inflation Adjustment Act of 1990, 
Public Law 101-410, 104 Stat. 890, as amended by the Federal Civil 
Penalties Inflation Adjustment Act Improvements Act of 2015, Public 
Law 114-74, sec. 701, 129 Stat. 599.
---------------------------------------------------------------------------

    4. PNO Address--The address of the Premerger Notification Office 
(``PNO'') on page 10 of the HSR Form has been updated to reflect the 
PNO's current address in Constitution Center.
    5. Electronic Form Version--The Electronic Form Version has been 
updated from ``1.0.1, 01/13/2012'' to ``1.0.2, 01/02/2017'' to reflect 
the ministerial changes described in this notice.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the APA, notice and comment are not 
required ``when the agency for good cause finds (and incorporates the 
finding and a brief statement of reasons therefore in the rules issued) 
that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' 5 U.S.C. 
553(b)(3)(B).
    The Commission is updating the HSR Form so that it will conform to 
the recently published amendments to the associated Instructions. This 
does not involve any substantive changes in the Rules' requirements for 
entities subject to the Rules. Accordingly, the Commission finds that 
public comment is unnecessary.
    In addition, under the APA, a substantive final rule is required to 
take effect at least 30 days after publication in the Federal Register 
unless an agency finds good cause that the rule should become effective 
sooner. 5 U.S.C. 553(d). However, these are purely ministerial changes 
and do not constitute a substantive rule change. Therefore, the 
Commission finds good cause to dispense with a delayed effective date.
    For these reasons, the Commission finds that there is good cause 
for adopting this final rule as effective on July 12, 2017, without 
prior public comment.

Regulatory Flexibility Act

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

Paperwork Reduction Act

    These changes do not contain any record maintenance, reporting or 
disclosure requirements that would constitute agency ``collections of 
information'' that would have to be submitted for clearance and 
approval by the Office of Management and Budget under the Paperwork 
Reduction Act of 1995, 44 U.S.C. 3501-3518.

List of Subjects in 16 CFR Part 803

    Antitrust.

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

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

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

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

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

 BILLING CODE 6750-01-P

[[Page 32125]]

[GRAPHIC] [TIFF OMITTED] TR12JY17.000


[[Page 32126]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.001


[[Page 32127]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.002


[[Page 32128]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.003


[[Page 32129]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.004


[[Page 32130]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.005


[[Page 32131]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.006


[[Page 32132]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.007


[[Page 32133]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.008


[[Page 32134]]


[GRAPHIC] [TIFF OMITTED] TR12JY17.009


    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2017-14550 Filed 7-11-17; 8:45 am]
 BILLING CODE 6750-01-C