Rule2023-01584
Premerger Notification; Reporting and Waiting Period Requirements
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 30, 2023
Effective
February 27, 2023
Issuing agencies
Federal Trade Commission
Abstract
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.
Full Text
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<title>Federal Register, Volume 88 Issue 19 (Monday, January 30, 2023)</title>
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[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 [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[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: <a href="/cdn-cgi/l/email-protection#34465e5b5a5147745240571a535b42"><span class="__cf_email__" data-cfemail="790b1316171c0a391f0d1a571e160f">[email protected]</span></a>.
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:
<bullet> Sec. 803.9 Filing fee.
<bullet> Appendix A to Part 803--Notification and Report Form for
Certain Mergers and Acquisitions
<bullet> 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\
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\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).
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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).
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Size (value) of transaction Fee
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<$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
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[[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.
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\3\ Public Law 117-328, 136 Stat. 4459, Div. GG, Title I.
\4\ Id.
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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:
<bullet> 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.
<bullet> 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.
<bullet> 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.
<bullet> 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).
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<bullet> 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\
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\6\ Id.
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<bullet> 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.
<bullet> 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\
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\7\ Id.
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<bullet> 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.
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\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.
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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
[GRAPHIC] [TIFF OMITTED] TR30JA23.014
[[Page 5765]]
[GRAPHIC] [TIFF OMITTED] TR30JA23.015
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[GRAPHIC] [TIFF OMITTED] TR30JA23.024
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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