Acquired Person Instructions

Antitrust Improvements Act
Notification for Certain Mergers and Acquisitions

Acquiring Person Instructions

GENERAL INSTRUCTIONS AND INFORMATION
These instructions specify the information that must be submitted pursuant to § 803.1(a) of the premerger notification rules, 16 CFR Parts
801-803 (“the Rules”). Submitted materials must be provided to the Federal Trade Commission (“FTC”) and to the Antitrust Division of the
Department of Justice (“DOJ”) (together, “the Agencies”).

► Information
The central office for information and assistance concerning the Rules is:
Premerger Notification Office
Federal Trade Commission
400 7th Street, S.W.
Washington, D.C. 20024
Phone: (202) 326-3100
E-mail: HSRhelp@ftc.gov for Rules questions
Premerger@ftc.gov for filing information
Copies of these Instructions, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the Act”), the Rules, FTC final rules (including their
Statements of Basis and Purpose) published in the Federal Register, as well as information to assist in submitting the required information
are available at the FTC’s Premerger Notification Office (“PNO”) website.

► Definitions and Explanation of Terms
Unless otherwise indicated, the definitions provided in the Rules apply to these Instructions.
Dollar Values
All financial information should be expressed in millions of dollars rounded to the nearest hundred thousand.
Fee Information
The filing fee 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. Filing fee tiers are adjusted annually pursuant to 15 U.S.C. § 18a note, based on the change in gross national product, in
accordance with 15 U.S.C. § 19(a)(5). Filing fees increase annually by the percentage increase, if any, in the consumer price index (“CPI”)
over the CPI for the fiscal year ending September 30, 2022, pursuant to 15 U.S.C. § 18a note. For current fee information, see the PNO
website.
North American Industry Classification System (NAICS) Data
When reporting information by 6-digit NAICS code, refer to the North American Industry Classification System - United States, 2022,
published by the Executive Office of the President, Office of Management and Budget, available at https://www.census.gov/naics/. This
website also provides guidance in choosing the proper code(s).
Notification Thresholds
Notification thresholds are adjusted annually based on the change in gross national product, in accordance with 15 U.S.C. § 19(a)(5). See
§ 801.1(h). The current threshold values can be found at Current Thresholds.
Person Filing and Filing Person
The terms “person filing” or “filing person” mean the ultimate parent entity (“UPE”). See § 801.1(a)(3). The terms are used herein
interchangeably.
Select 801.30 Transaction
A transaction to which § 801.30 applies and where (1) the acquisition would not confer control, (2) there is no agreement (or contemplated
agreement) between any entity within the acquiring person and any entity within the acquired person governing any aspect of the
transaction, and (3) the acquiring person does not have, and will not obtain, the right to serve as, appoint, veto, or approve board members,
or members of any similar body, of any entity within the acquired person or the general partner or management company of any entity within
the acquired person. Executive compensation transactions also qualify as select 801.30 transactions.
Supervisory Deal Team Lead
The individual who has primary responsibility for supervising the strategic assessment of the deal, and who would not otherwise qualify as a
director or officer.

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Target
The target includes all entities and assets to be acquired by the acquiring person from the acquired person in the reported transaction.
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 recently
completed calendar or fiscal year for which the requested information is available.

► Filing
If the UPE is both an acquiring and acquired person, separate filings must be submitted, one as the acquiring person and one as the
acquired person, following the appropriate instructions for each. See § 803.2(a)(2).
Filings should be submitted electronically consistent with the instructions on the PNO website. If the electronic submission platform is
unavailable, the Agencies may announce sites for delivery through the media and, if possible, at the PNO website.

► Responses
Documents, including the Form, should be produced as (1) a searchable PDF from which text can be copied or (2) an Excel file.
For Business Documents (see below), check the box to indicate whether any part of the document is privileged and then provide the
document number, title, and estimated date. If the acquiring person has identified (1) a NAICS overlap, (2) an overlap within the Overlap
Description, or (3) a supply relationship within the Supply Relationships Description, also provide the following:
1. Author(s) (and job title(s)) for documents created by the acquiring person; or
2. Recipient(s) or supervisor(s) (and job title(s)) of documents created by third parties as part of an engagement with the acquiring
person.
If a 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.
Similarly, if the acquiring person engaged a third party to prepare a document, provide the name of the third party, and the name, title, and
company name for the individual within the acquiring person who supervised the creation of the document, or for whom the document was
prepared. For materials received from a third party that was not engaged by the acquiring person, only the name of the third party is
required.
If the acquiring person submits documents in addition to what is required, such documents should be identified as “Voluntary”. See
§ 803.1(b).
Submit only one copy of identical responsive documents.

► Privilege
See § 803.3(d). For privileged documents, the filing person must also provide the following in a log:
1. The privilege type (redacted or withheld);
2. The privilege claim;
3. Addressee(s) and all recipients, with company name and title, of the original and any copies;
4. Subject matter;
5. Document’s present location; and
6. Who has control over it.
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.

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► Translations
Materials or information in a language other than English must be translated into English, with the English translation attached to the original
version. See § 803.8.

► Non-Compliance
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.

► Limited Response
Information need not be supplied regarding assets, voting securities, or non-corporate interests currently being acquired when their
acquisition is exempt under the Act or Rules. See § 803.2(c).

FEE INFORMATION
Total Expected Filing Fee
Indicate the value of the total required fee for the transaction.
Parties Paying the Fee
Indicate which filing person(s) is paying the filing fee and, if applicable, whether the fee is being paid by multiple entities. For each entity
within the acquiring person paying a portion of the fee, provide the name of the payer, the amount paid, the payment method, and the
Electronic Wire Transfer (EWT) confirmation number or check number.
Note on Paying by EWT
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.
Note on Paying by Check
The FTC strongly discourages check payments because handling a physical check will create a delay in processing the Form. However, if
an EWT cannot be arranged, the FTC will accept a check, sent to Financial Operations. Cashiers' or certified checks are preferred. Make
the check payable to the Federal Trade Commission and deliver to:
Federal Trade Commission
Financial Operations Division
600 Pennsylvania Ave, Drop H-790
Washington, DC 20580
Please note that the waiting period may be delayed until the fee has been confirmed.

GENERAL INFORMATION
Special Filing Types
Indicate whether the filing is a post-consummation filing, or whether the transaction is a cash tender offer or bankruptcy that is subject to
Section 363(b) of the Bankruptcy Code (11 U.S.C. § 363).
Early Termination
Indicate whether the acquiring person requests 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 person in any
transaction requests early termination, it may be granted and published.

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ULTIMATE PARENT ENTITY (UPE) INFORMATION
► UPE Details
Name
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 of the acquiring person. See § 801.1(a)(3).
Entity Type
Specify whether the UPE is a corporation, unincorporated entity, natural person, or other entity type (specify). See § 801.1.
Filing Made on Behalf of the UPE
If the filing is being made on behalf of the UPE by another entity within the acquiring person authorized by the UPE to file the notification on
its behalf pursuant to § 803.2(a) or filed pursuant to § 803.4 on behalf of a foreign person, provide the name and mailing address of the
entity filing the notification on behalf of the UPE.
Contact Information
Provide the name, firm/company name, address, telephone number, and e-mail address of two individuals (primary and secondary) to
contact regarding the filing. See § 803.20(b)(2)(ii).
Additionally, provide the name, firm/company 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).
UPE Annual Reports and Financial Information
• Central Index Key
If the UPE of the acquiring person files annual reports (Form 10-K or Form 20-F) with the United States Securities and Exchange
Commission (SEC), provide the Central Index Key (CIK) number.
•

Annual Reports and Audit Reports
Provide the most recent annual reports and/or annual audit reports (or, if audited is unavailable, unaudited) of the UPE of the
acquiring person.
Natural person UPEs should not provide personal balance sheets or tax returns. Natural person UPEs should leave this section blank
and instead provide the most recent reports for the highest-level entity(ies) that controls the acquiring entity under “UPE Structure.”
The person filing notification may incorporate a document responsive to this item by reference to an internet address directly linking
to the document. See § 803.2(e).

•

Date of Report(s)
Provide the date of the most recent annual report(s) and/or audit reports (or, if audited is unavailable, unaudited) of the UPE of the
acquiring person.

•

Size of Person
If applicable, indicate whether the person filing notification stipulates that the acquiring person meets either the higher or lower size of
person test. See 15 U.S.C. § 18a(a), § 801.11.

Minority Shareholders or Interest Holders
This section requires the acquiring person to report the name, headquarters mailing address, and approximate percentage held by certain
minority holders of (1) the acquiring entity, (2) any entity directly or indirectly controlled by the acquiring entity, (3) any entity that directly or
indirectly controls the acquiring entity, and (4) any entity within the acquiring person that has been or will be created in contemplation of, or
for the purposes of, effectuating the transaction (each a “covered entity”).
If a covered entity is not a limited partnership, provide the required information for each individual or entity that currently holds, or will hold
as a result of the transaction, 5% or more but less than 50% of the voting securities or non-corporate interests of any covered entity, starting
with the UPE.

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If a covered entity is a limited partnership, provide the required information for its (a) general partner, regardless of the percentage it holds,
and (b) limited partners that (i) currently hold, or will hold as a result of the transaction, 5% or more but less than 50% of the non-corporate
interests of the covered entity, and (ii) have or will have the right to serve as, nominate, appoint, veto, or approve board members, or
individuals with similar responsibilities, of any covered entity, or of the general partner or management company of a covered entity.
If a minority holder is related to a master limited partnership, fund, investment group, or similar entity that does business under a common
name, the d/b/a or “street name” of such group should also be listed, if known to the acquiring person.
If the identity of minority investors or percentages to be held of a covered entity is not finalized at the time of filing, provide good faith
estimates and explain in an endnote.

► Acquiring Person Structure
Entities Within the Acquiring Person
List the name, city, state, zip code, and country of all U.S. entities, and all foreign entities that have sales in or into the United States, that
are included within the acquiring person. Entities with total assets of less than $10 million may be omitted. Alternatively, the acquiring
person may report all entities within it. The acquiring person must also list all names under which the entities do business (e.g., d/b/a
names).
The list of entities should be organized by operating company or operating business (“top-level entity”), if applicable. Filings for select
801.30 transactions need not include d/b/a names and the list of entities can be organized as kept in the ordinary course of business.
Annual Reports and Audit Reports
For the acquiring entity(ies) and any entity controlled by the acquiring person whose revenues contribute to a NAICS overlap or any overlap
identified in the Overlap Description, provide the CIK number(s) if annual reports (Form 10-K or Form 20-F) are filed with the SEC, and the
most recent annual or audit report(s).
Natural person UPEs must also provide the most recent annual report or audit report and CIK number for the highest-level entity that
controls the acquiring entity.

► Additional Acquiring Person Information
Ownership Structure
Describe the ownership structure of the acquiring entity.
For transactions where a fund or master limited partnership is the UPE, provide any existing organizational chart that shows the relationship
of any entities that are affiliates or associates. If such an organizational chart does not exist, there is no requirement to create one.
Officers and Directors
For all entities within the acquiring person responsible for the development, marketing, or sale of products or services that are identified as
overlaps within the Overlap Description or as supply relationships within the Supply Relationships Description:
• List all current officers and directors (or in the case of unincorporated entities, individuals exercising similar functions) and those who
have served in one of these positions within the three months before filing that also serve as an officer or director of another entity
that derives revenue in the same NAICS codes reported by the target. For each, provide the name of all such entities. If NAICS
codes are unavailable, list all such entities that have operations in the same industry, based on the knowledge or belief of the
acquiring person or the identified individual.
For the acquiring entity, entities the acquiring entity directly or indirectly controls, entities that directly or indirectly control the acquiring entity,
and entities within the acquiring person that have been or will be created as a result of or as contemplated by the transaction:
• List all current officers and directors (or in the case of unincorporated entities, individuals exercising similar functions) as well as
those who are likely to serve in one of these positions that also serve as an officer or director of another entity that derives revenue in
the same NAICS codes reported by the target. For each, provide the name of all such entities. If NAICS codes are unavailable, list all
such entities that have operations in the same industry, based on the knowledge or belief of the acquiring person or the identified
individual. If the identities of the prospective officers or directors are unknown, briefly describe in an endnote who will have the
authority to select them.
No filer is required to disclose any individual’s role as an officer, director, or member of any non-profit entity organized for a religious or
political purpose, even if that entity carries on substantial commerce. Organize the response by entity and include entities that are not yet
created but are expected to be created as a result of or as contemplated by the transaction.

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TRANSACTION INFORMATION
► Parties
List the name and mailing address of each acquiring and acquired person and each acquiring and acquired entity. Do not list entities
controlled by an acquired entity.
Acquiring UPE
Provide the name, headquarters address, and website of the acquiring person.
Acquiring Entity(ies)
If an entity other than the acquiring UPE is making the acquisition, provide the name, mailing address, and website of that entity.
Acquired UPE
Provide the name, headquarters address, and website of the acquired person.
Target(s)
If the assets, voting securities, or non-corporate interests of an entity other than the acquired UPE are being acquired, provide the name,
mailing address, and website of that entity.

► Transaction Details
801.30 Transaction
Indicate whether the transaction is subject to § 801.30 and if so, what type(s), including select 801.30.
Transaction Type
Indicate whether the transaction is any of the following (select all that apply):
• Acquisition of voting securities;
• Acquisition of non-corporate interests;
• Acquisition of assets;
• Merger (see § 801.2);
• Consolidation (see § 801.2);
• Formation of a joint venture, other corporation, or unincorporated entity (see §§ 801.40 and 801.50);
• Acquisition subject to § 801.31;
• Secondary acquisition subject to § 801.4;
• Acquisition subject to § 801.2(e); or
• Other (specify)
Acquisition Details
Provide the requested information for the value and percentage of assets, voting securities, and non-corporate interests to be acquired. If a
combination of assets, voting securities, and/or non-corporate interests is being acquired and allocation is not possible, note such
information in an endnote.
For determining the percentage of voting securities, evaluate total voting power per § 801.12. For determining the percentage of noncorporate interests, evaluate the economic interests per § 801.1(b)(1)(ii).
To complete this item:
• State the percentage of voting securities already held by the acquiring person. See § 801.12.
• State the value of voting securities already held by the acquiring person. See § 801.10.
• State the total percentage of voting securities to be held by the acquiring person as a result of the acquisition. See § 801.12.
• State the total value of voting securities to be held by the acquiring person as a result of the acquisition. See § 801.10.
• State the percentage of non-corporate interests already held by the acquiring person. See § 801.1(b)(1)(ii).
• State the value of non-corporate interests already held by the acquiring person. See § 801.10.
• State the total percentage of non-corporate interests to be held by the acquiring person as a result of the acquisition. See §§ 801.10
and 801.1(b)(1)(ii).
• State the total value of non-corporate interests to be held by the acquiring person as a result of the acquisition. See § 801.10.
• State the total value of assets to be held by the acquiring person as a result of the acquisition. See § 801.10.
• State the aggregate total value of assets, voting securities, and non-corporate interests of the acquired person to be held by the
acquiring person as a result of the acquisition. See §§ 801.10, 801.12, 801.13 and 801.14.

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Notification Threshold
This item should only be completed when voting securities are being acquired. If more than voting securities are being acquired, respond to
this item only regarding voting securities. Indicate the highest applicable threshold for which notification is being filed. See § 801.1(h).
• $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);
• 50%; or
• N/A.
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.

► Transaction Description
Business of the Acquiring Person
Describe the business operation(s) of the acquiring person.
Business of the Target
Describe the business operation(s) being acquired. If assets, describe the assets and whether they comprise an operating business.
Non-Reportable UPE(s)
Provide the names of any UPE that does not have a reporting obligation.
Transaction Description
Briefly describe the transaction, indicating whether assets, voting securities, or non-corporate interests (or some combination) are being
acquired. Indicate what consideration will be received by each person and the scheduled consummation date of the transaction. 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.
If any attached transaction documents use code names to refer to the parties, provide an index identifying the code names.
Related Transactions
If the transaction that is the subject of this filing has related filings, indicate whether the related filing(s) (choose all that apply):
• Is a principal transaction that triggers one or more shareholder backside transactions;
• Is a shareholder backside transaction;
• Has more than one acquiring UPE;
• Has more than one acquired UPE;
• Has more than one reportable step;
• Is a joint venture;
• Is a consolidation;
• Is an exchange of assets;
• Has one or more filings in the alternative; or
• Has other circumstances that require more than one filing and if so, explain.
Provide all additional details regarding the related filings(s), including party names and transaction numbers, necessary to identify and
connect all related filings.

► Transactions Subject to International Antitrust Notification
Indicate whether, 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 transaction.
If yes, list the name of each such authority. Identify, to the knowledge or belief of the filing person at the time of filing, any jurisdiction where
(1) a merger notification has been filed, (2) a merger notification is being prepared for filing, or (3) the parties have a good faith belief that a
merger notification will be made, along with the dates of the filing or planned filing.

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► Additional Transaction Information
Transaction Rationale
Except for select 801.30 transactions, identify and explain each strategic rationale for the transaction discussed or contemplated by the
filing person or any of its officers, directors, or employees. If the rationale of acquiring entity is different from the UPE, submit an explanation
for each. Identify each document produced in the filing that confirms or discusses the stated rationale(s). If documents produced in the filing
are referenced, identify the specific page(s) that discusses the stated rationale(s).
Transaction Diagram
Except for select 801.30 transactions, submit a diagram of the transaction, if one exists. If such a diagram does not exist, there is no
requirement to create one.

► Joint Ventures
Complete only if the acquisition is the formation of a joint venture corporation or unincorporated entity. See §§ 801.40 and 801.50.
Contributions
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.
Consideration
Describe fully the consideration that each person forming the joint venture corporation or unincorporated entity will receive in exchange for
its contribution(s).
Business Description
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.
NAICS Codes
Identify each 6-digit NAICS industry code in which the joint venture corporation or unincorporated entity will derive dollar revenues.

► Business Documents
Transaction-Related Documents
•

Competition Documents
Provide all studies, surveys, analyses, and reports prepared by or for any officer(s), director(s), or supervisory deal team lead 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. For unincorporated entities, provide such documents prepared by or
for individuals exercising similar functions as officers and directors, as well as the supervisory deal team lead.

•

Confidential Information Memoranda
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 of the acquiring entity(s) that specifically relate to the
sale of the target. If no such confidential information memorandum exists, submit any document(s) given to any officer(s) or
director(s) of the acquiring person 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 within one year before the date of filing.

•

Third-Party Studies, Surveys, Analyses, and Reports
Provide all studies, surveys, analyses and reports prepared by investment bankers, consultants, or other third-party advisors (“thirdparty 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 person or of the acquiring 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 target. 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 within one year before the date of filing.

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•

Synergies and Efficiencies
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.

Plans and Reports
Except for select 801.30 transactions, provide all regularly prepared plans and reports that were provided to the Chief Executive Officer
(CEO) of the acquiring entity or any entity that it controls or is controlled by that analyze market shares, competition, competitors, or markets
pertaining to any product or service of the acquiring person also produced, sold, or known to be under development by the target, as
identified in the Overlap Description. Documents responsive to this item are limited to those prepared or modified within one year of the date
of filing.
Except for select 801.30 transactions, provide all plans and reports that were provided to the Board of Directors of the acquiring entity or
any entity that it controls or is controlled by that analyze market shares, competition, competitors, or markets pertaining to any product or
service of the acquiring person also produced, sold, or known to be under development by the target, as identified in the Overlap
Description. Documents responsive to this item are limited to those prepared or modified within one year of the date of filing.

► Agreements
Transaction-Specific Agreements
Furnish copies of all documents that constitute the agreement(s) related to the transaction, including, but not limited to, exhibits, schedules,
side letters, agreements not to compete or solicit, and other agreements negotiated in conjunction with the transaction that the parties
intend to consummate, and excluding clean team agreements.
Documents that constitute the agreement(s) (e.g., Agreement and Plan of Merger, Letter of Intent, Purchase and Sale Agreement, Asset
Purchase Agreement, Stock/Securities Purchase Agreement) must be executed, while supporting agreements, such as employment
agreements and agreements not to compete may be provided in draft form if that is the most recent version.
If the executed agreement is not the definitive agreement, submit a dated document that provides sufficient detail about the scope of the
entire transaction that the parties intend to consummate, such as an agreement in principle, or term sheet, or the most recent draft
agreement. See § 803.5. Such document should include information regarding some combination of the following terms: the identity of the
parties; the structure of the transaction; the scope of what is being acquired; calculation of the purchase price; an estimated closing timeline;
employee retention policies, including with respect to key personnel; post-closing governance; and transaction expenses or other material
terms.
Note that transactions subject to § 801.30 and bankruptcies under 11 U.S.C. § 363(b) do not require an executed agreement. For
bankruptcies, provide the order from the bankruptcy court.
Other Agreements Between the Acquiring Person and Target
Indicate whether the acquiring person has, or had within one year of filing, any contractual agreement(s) with the target. If so, indicate which
type(s). If an agreement has terms that apply to more than one category, indicate each category that applies.

COMPETITION DESCRIPTIONS
This section is not applicable to select 801.30 transactions.

► Overlap Description
Briefly describe each of the principal categories of products and services (as reflected in documents created in the ordinary course of
business) of the acquiring person.
In addition, list and briefly describe each of the current or known planned products or services of the acquiring person that competes with
(or could compete with) a current or known planned product or service of the target, based on documents created in the ordinary course of
business. Current or known planned products or services include those that the acquiring person or target researches, develops,
manufactures, produces, sells, offers, provides, supplies, or distributes. Known planned products or services may be limited to those
referenced in any submitted Business Document and should reflect the acquiring person’s existing knowledge of the target’s business. The
acquiring and acquired person should not exchange information for the purpose of answering this item.

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For each such product or service listed, provide:
1. The sales (in dollars) for the most recent year. For those products or services not generating revenue or whose performance is not
measured by revenue in the ordinary course of business, provide projected revenue, estimates of the volume of products to be sold,
time spent using the service, or any other metric by which the acquiring person measures performance (e.g., daily users, new
signups).
2. A description of all categories of customers of the acquiring person that purchase or use the product or service (e.g., retailer,
distributor, broker, government, military, educational, national account, local account, commercial, residential, or institutional). If no
customers have yet used the product or service, provide the date that development of the product or service began; a description of
the current stage in development, including any testing and regulatory approvals and any planned improvements or modifications;
the date that development (including testing and regulatory approvals) was or will be completed; and the date that the product or
service is expected to be sold or otherwise commercially launched.
3. The top 10 customers in the most recent year (as measured in dollars), and the top 10 customers for each customer category
identified.

► Supply Relationships Description
Related Sales
List and briefly describe each product, service, or asset (including data) that the acquiring person has sold, licensed, or otherwise supplied,
and which represented at least $10 million in revenue (including internal transfers) in the most recent year (1) to the target, or (2) to any
other business that, to the acquiring person’s knowledge or belief, uses the acquiring person’s product, service, or asset to compete with
the target’s products or services, or as an input for a product or service that competes or is intended to compete with the target’s products or
services. Responses to this item should reflect the acquiring person’s existing knowledge of the target’s business; the acquiring and
acquired person should not exchange information for the purpose of answering this item.
For each product, service, or asset listed, for the most recent year, provide:
1. The sales (in dollars) to (1) the target and (2) any other business that, to the acquiring person’s knowledge or belief, uses the
acquiring person’s product, service, or asset to compete with the target’s products or services, or as an input for a product or service
that competes or is intended to compete with the target’s products or services.
2. The top 10 customers (as measured in dollars) of the acquiring person that use the acquiring person’s product, service, or asset to
compete with the target’s products or services, or as an input for a product or service that competes or is intended to compete with
the target’s products or services. For each such customer, describe the acquiring person’s supply or licensing agreement (or other
comparable terms of supply).
Related Purchases
List and briefly describe each product, service, or asset (including data) that the acquiring person incorporates as an input into any product
or service and that the acquiring person has purchased, licensed, or otherwise obtained, and which represented at least $10 million in
revenue (including internal transfers), in the most recent year (1) from the target or (2) from any other business that, to the acquiring
person’s knowledge or belief, competes with the target to provide a substantially similar product, service, or asset. Responses to this item
should reflect the acquired person’s existing knowledge of the acquiring person’s business; the acquiring and acquired person should not
exchange information for the purpose of answering this item.
For each product, service, or asset listed, for the most recent year, provide:
1. The purchased amount (in dollars) for (1) the target and (2) any other business that, to the acquiring person’s knowledge or belief,
competes with the target to provide a substantially similar product, service, or asset.
2. The top 10 suppliers (as measured in dollars) for the associated input product, service, or asset, and a description of the acquiring
person’s purchase or licensing agreement (or other comparable terms of purchase).

REVENUES AND OVERLAPS
► NAICS Codes
This item requests information regarding the industry categories for the acquiring person’s products and services that derived revenue in the
most recent year.

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No Revenue
If there is no revenue to report, explain why.
NAICS Codes Describing U.S. Operations with Estimates of Revenue
Identify all 6-digit NAICS industry codes that describe the U.S. operations of the acquiring person, inclusive of all entities included within the
acquiring person at the time the filing is made.
Responses must be organized by NAICS code in ascending order. For each code, provide the name of the operating business(es) that
derive(s) revenue in that code and the estimated revenue range: less than $10 million; $10 million or more but less than $100 million; $100
million or more but less than $1 billion; or $1 billion or more.
Identify each 6-digit NAICS industry code in which both the acquiring person and target derive revenue by checking the overlap box.
For products and services that derived revenue in the most recent year in a non-manufacturing NAICS code, if the revenue is estimated at
less than one million dollars, that code may be omitted so long as the code does not overlap with a code in which the target derived revenue
from U.S. operations.

► Controlled Entity Geographic Overlaps
If, to the knowledge or belief of the person filing notification, the acquiring person, or any associate of the acquiring person (see
§ 801.1(d)(2)), derived any amount of dollar revenues in the most recent year from operations:
1. In industries within any 6-digit NAICS industry code in which the target 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 target 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.
NAICS Overlaps of Controlled Entities
List each overlapping NAICS code and description. For each, list the name of each operating business within the acquiring person or
associate of the acquiring person that has U.S. operations in the same NAICS code as the target and the name(s) under which the
operating business does business, whether the listed entity is controlled by the acquiring person or an associate of the acquiring person,
and provide the appropriate Geographic Market Information, based upon the NAICS code. Organize responses by NAICS code in
ascending order.
Geographic Market Information
For each identified overlapping NAICS code, provide geographic information, as described below. 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.
Except in the case of those NAICS industries in the sectors, subsectors, and codes that require street-address level reporting, the person
filing notification may respond with the word “national” if business is conducted in all 50 states.
•

State-Level Reporting
o Manufacturing Industries
For each 6-digit NAICS code within the industry sector, subsector, or code listed below, list the states 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 acquiring person or
associate of the acquiring person are sold without a significant change in their form (whether they are sold by the acquiring
person or associate of the acquiring person or by others to whom such products have been sold or resold).
31**** through 33**** Manufacturing, except:
3115** Dairy Product Manufacturing
311611 Animal (except Poultry) Slaughtering
311613 Rendering and Meat Byproduct Processing
311615 Poultry Processing
31181* Bread and Bakery Product Manufacturing
321*** Wood Product Manufacturing
32221* Paperboard Container Manufacturing
324*** Petroleum and Coal Products Manufacturing
3251** Basic Chemical Manufacturing

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325521
3271**
3272**
3273**
o

Wholesale Trade
For each 6-digit NAICS code within the industry sector, subsector, or code listed below, list the states or, if desired, portions
thereof in which the customers of the acquiring person or associate of the acquiring person are located.
42****

o

Wholesale Trade, except:
42331* Lumber, Plywood, Millwork, and Wood Panel Merchant Wholesalers
42333* Roofing, Siding, and Insulation Material Merchant Wholesalers
42344* Other Commercial Equipment Merchant Wholesalers
42345* Medical, Dental, and Hospital Equipment and Supplies Merchant Wholesalers
42346* Ophthalmic Goods Merchant Wholesalers
42349* Other Professional Equipment and Supplies Merchant Wholesalers
4239** Miscellaneous Durable Goods Merchant Wholesalers
4241** Paper and Paper Product Merchant Wholesalers
4242** Drug and Druggists’ Sundries Merchant Wholesalers
42441* General Line Grocery Merchant Wholesalers
42442* Packaged Frozen Food Merchant Wholesalers
42451* Grain and Field Bean Merchant Wholesalers
42452* Livestock Merchant Wholesalers
4247** Petroleum and Petroleum Products Merchant Wholesalers
4248** Beer, Wine, and Distilled Alcoholic Beverage Merchant Wholesalers
42491* Farm Supplies Merchant Wholesalers
42495* Paint, Varnish, and Supplies Merchant Wholesalers

Insurance Carriers
For the 6-digit NAICS code within the industry subsector listed below, list the state(s) in which the acquiring person or associate of
the acquiring person is licensed to write insurance.
5241**

o

Plastics Materials and Resin Manufacturing
Clay Product and Refractory Manufacturing
Glass and Glass Product Manufacturing
Cement and Concrete Product Manufacturing

Insurance Carriers

Other NAICS Sectors
For each 6-digit NAICS code within the industry sector, subsector, or code listed below, list the states or, if desired, portions
thereof in which the acquiring person or associate of the acquiring person conducts such operations.
11****

Agriculture, Forestry, Fishing, and Hunting, except:
113*** Forestry and Logging

21****

Mining, Quarrying, and Oil and Gas Extraction, except:
2123** Nonmetallic Mineral Mining and Quarrying

2213**

Water, Sewage, and Other Systems

23****

Construction

44912*
4492**

Home Furnishing Retailers
Electronics and Appliance Retailers

48**** and 49**** Transportation and Warehousing, except:
493*** Warehousing and Storage
51****
5222**
523***
5242**
525***

Information, except:
512*** Motion Picture and Sound Recording Industries
Nondepository Credit Intermediation
Securities, Commodity Contracts, and Other Financial Investments and Related Activities
Agencies, Brokerages, and Other Insurance Related Activities
Funds, Trusts, and Other Financial Vehicles

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531***
533***
54****

Professional, Scientific and Technical Services, except:
54138* Testing Laboratories and Services
54194* Veterinary Services

55****

Management of Companies and Enterprises

561***

Administrative and Support Services

61****

Educational Services

71****

7212**
7213**
8114**
813***
814***
•

Real Estate
Lessors of Nonfinancial Intangible Assets (Except Copyrighted Works)

Arts, Entertainment, and Recreation, except:
7132** Gambling Industries
71394* Fitness and Recreational Sports Centers
RV (Recreational Vehicle) Parks and Recreational Camps
Rooming and Boarding Houses, Dormitories, and Workers’ Camps
Personal and Household Goods Repair and Maintenance
Religious, Grantmaking, Civic, Professional, and Similar Organizations
Private Households

Street-Level Reporting
For each 6-digit NAICS code within the industry sector, subsector, or code listed below, provide the street address, arranged by
state, zip code, county and city or town of each establishment from which dollar revenues were derived (either directly by the
acquiring person or associate of the acquiring person or by a franchisee) in the most recent year.
113***
2123**
22****
3115**
311611
311613
311615
31181*
321***
32221*
324***
3251**
325521
3271**
3272**
3273**
42331*
42333*
42344*
42345*
42346*
42349*
4239**
4241**
4242**
42441*
42442*
42451*
42452*

Forestry and Logging
Nonmetallic Mineral Mining and Quarrying
Utilities, except:
2213** Water, Sewage and Other Systems
Dairy Product Manufacturing
Animal (except Poultry) Slaughtering
Rendering and Meat Byproduct Processing
Poultry Processing
Bread and Bakery Product Manufacturing
Wood Product Manufacturing
Paperboard Container Manufacturing
Petroleum and Coal Products Manufacturing
Basic Chemical Manufacturing
Plastics Materials and Resin Manufacturing
Clay Product and Refractory Manufacturing
Glass and Glass Product Manufacturing
Cement and Concrete Product Manufacturing
Lumber, Plywood, Millwork, and Wood Panel Merchant Wholesalers
Roofing, Siding, and Insulation Material Merchant Wholesalers
Other Commercial Equipment Merchant Wholesalers
Medical, Dental, and Hospital Equipment and Supplies Merchant Wholesalers
Ophthalmic Goods Merchant Wholesalers
Other Professional Equipment and Supplies Merchant Wholesalers
Miscellaneous Durable Goods Merchant Wholesalers
Paper and Paper Product Merchant Wholesalers
Drug and Druggists’ Sundries Merchant Wholesalers
General Line Grocery Merchant Wholesalers
Packaged Frozen Food Merchant Wholesalers
Grain and Field Bean Merchant Wholesalers
Livestock Merchant Wholesalers

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4247**
4248**
42491*
42495*

Petroleum and Petroleum Products Merchant Wholesalers
Beer, Wine, and Distilled Alcoholic Beverage Merchant Wholesalers
Farm Supplies Merchant Wholesalers
Paint, Varnish, and Supplies Merchant Wholesalers

44**** and 45**** Retail Trade, except:
44912* Home Furnishings Retailers
4492** Electronics and Appliance Retailers
493***
512***
521***
5221**
5223**
532***
54138*
54194*
562***
62****
7132**
71394*
72****

Warehousing and Storage
Motion Picture and Sound Recording Industries
Monetary Authorities-Central Bank
Depository Credit Intermediation
Activities Related to Credit Intermediation
Rental and Leasing Services
Testing Laboratories and Services
Veterinary Services
Waste Management and Remediation Services
Health Care and Social Assistance
Gambling Industries
Fitness and Recreational Sports Centers
Accommodation and Food Services, except:
7212** RV (Recreational Vehicle) Parks and Recreational Camps
7213** Rooming and Boarding Houses, Dormitories, and Workers’ Camps

811***
8114**

Repair and Maintenance, except
Personal and Household Goods Repair and Maintenance

812***

Personal and Laundry Services

► Minority-Held Entity Overlaps
This section requires the disclosure of holdings of the acquiring person and its associates (see § 801.1(d)(2)) of 5% or more but less than
50% of certain entities that derive dollar revenues in any 6-digit NAICS code reported by the target. If NAICS codes are unavailable,
holdings in entities that have operations in the same industry as the target, based on the knowledge or belief of the filing person, should be
listed. Holdings in those entities that have total assets of less than $10 million may be omitted.
Minority Holdings of Acquiring Person and Its Associates
If the acquiring person holds 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 code(s)
reported by the target, list the name of such entity and d/b/a names (if known), the percentage held, the entity within the acquiring person
that holds the minority interests, and the overlapping 6-digit NAICS code(s) or industry(ies).
Additionally, based on the knowledge or belief of the acquiring person, for each associate of the acquiring person holding:
1. 5% or more but less than 50% of the voting securities or non-corporate interests of an acquired entity; 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
target also derived dollar revenues in the most recent year,
list the name of such entity and d/b/a names (if known), percentage held, the associate of the acquiring person that holds the minority
interests, and the overlapping 6-digit NAICS code(s) or industry(ies).
Responses should be organized alphabetically by the name of the entity in which minority interests are held.
The acquiring person may rely on its regularly prepared financials that list its investments, and those of its associates that list their
investments, provided the financials are no more than three months old.

► Prior Acquisitions
This item pertains only to prior acquisitions of U.S. entities or assets and foreign entities or assets with sales in or into the U.S. by the
acquiring person that in the most recent year (1) derived revenue in an identified 6-digit NAICS industry code overlap, or (2) provided or
produced a competitive overlap product or service as described in the Overlap Description.

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For each such overlap, list all acquisitions of entities or assets deriving dollar revenues in an overlapping 6-digit NAICS industry code or
overlapping product or service made by the acquiring person in the five years prior to the date of the instant filing, even if the transaction
was non-reportable. List only acquisitions of 50% or more of the voting securities of an issuer, 50% or more of non-corporate interests of an
unincorporated entity, or all or substantially all the assets of an operating business if the entity or business had annual net sales or total
assets greater than $10 million in the year prior to the acquisition and any acquisitions of assets that did not constitute all or substantially all
of an operating business valued at or above the statutory size-of-transaction test at the time of their acquisition.
For each such acquisition, supply:
1. the overlapping 6-digit NAICS code(s) (by number and description) identified above in which the acquired entity or assets derived
dollar revenues, or the competitive overlap product(s) or service(s) in the Overlap Description;
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.

ADDITIONAL INFORMATION
► Subsidies from Foreign Entities or Governments of Concern
Indicate whether, to the knowledge or belief of the filing person, within the two years prior to filing, the acquiring person has received any
subsidy (or a commitment to provide a subsidy in the future) from any foreign entity or government of concern (see § 801.1(r)). If yes, list
each entity or government from which such subsidy was received (or which has made the commitment) and provide a brief description of
the subsidy.
Indicate whether, for products the acquiring person produced in whole or in part in a country that is a covered nation under 42 U.S.C.
§ 18741(a)(5)(C), any product is subject to countervailing duties imposed by any jurisdiction. If yes, list each product, the countervailing duty
imposed, and the jurisdiction that imposed the duty.
Indicate whether, to the knowledge or belief of the filing person, for products the acquiring person produced in whole or in part in a country
that is a covered nation under 42 U.S.C. § 18741(a)(5)(C), any product is the subject of a current investigation for countervailing duties in
any jurisdiction. If yes, list each product and the jurisdiction conducting the investigation.

► Defense or Intelligence Contracts
Except for select 801.30 transactions, identify (1) pending requests for proposals from the U.S. Department of Defense or any member of
the U.S. intelligence community, as defined by 10 U.S.C. § 101(a)(6) or 50 U.S.C. § 3003(4) for which the acquiring person has submitted a
proposal and (2) awarded procurement contracts with the U.S. Department of Defense or any member of the U.S. intelligence community,
as defined by 10 U.S.C. § 101(a)(6) or 50 U.S.C. § 3003(4) valued at $100 million or more if such pending requests for proposals or such
awarded procurement contracts (a) are or will be the source of revenues in any identified 6-digit NAICS industry code overlap; or (b) involve
or will involve an overlap product or service as described in the Overlap Description or the Supply Relationships Description. Limit the
response to the acquiring entity and any entity within the acquiring person that directly or indirectly controls the acquiring entity. Include (1)
the name of the entity within the filing person (2) the contracting office, as defined by 48 C.F.R. § 2.101(b); (3) the Contracting Office ID; (4)
the Award ID; and (5) the NAICS code(s), if any, listed in the System for Award Management database. Do not include classified information
but note that responsive information was withheld on that basis.

► Voluntary Waivers
•

HSR Confidentiality Waiver for International Competition Authorities (VOLUNTARY)
Indicate whether the acquiring person agrees to waive the disclosure exemption contained in the Act, 15 U.S.C. § 18a(h), to permit
the DOJ and FTC to disclose to non-U.S. competition authority/authorities listed by the filing person (1) the fact that a notification was
filed, (2) the waiting period associated with the notification, and (3) information and documents filed with the notification. This waiver
will not cover materials provided in response to a request for additional information issued pursuant to 15 U.S.C. § 18a(e) and does
not preclude the acquiring person from providing a full waiver as provided for under FTC and DOJ practice as reflected in the Model
Waiver. The acquiring person should list the jurisdictions to which the waiver applies. This item is voluntary.

•

HSR Confidentiality Waiver for State Attorneys General (VOLUNTARY)
Indicate whether the acquiring person agrees to waive any part of the disclosure exemption contained in the Act, 15 U.S.C. § 18a(h).
If yes, list the applicable State Attorneys General and whether the acquiring person permits the DOJ and FTC to disclose (1) the fact
that a notification was filed and the waiting period associated with the notification, (2) information and documents filed with the
notification, or (3) both (1) and (2). This waiver will not cover materials provided in response to a request for additional information

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issued pursuant to 15 U.S.C. § 18a(e) and does not preclude the acquiring person from providing a full waiver as provided for under
FTC and DOJ practice as reflected in the Model Waiver. The acquiring person should list the jurisdictions to which the waiver applies.
This item is voluntary.

CERTIFICATION
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.
The Form includes the following language:
Penalties for False Statements
Federal law provides criminal penalties, including up to twenty years imprisonment, for any person who knowingly alters, destroys,
mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede,
obstruct, or influence an ongoing or anticipated federal investigation (see, e.g., Section 1519 of Title 18, United States Code.). It is also a
criminal offense to knowingly make a false statement in a federal investigation, obstruct a federal investigation, or conspire to obstruct
justice or obstruct or impede the lawful functioning of the government (see, e.g., Sections 371, 1001, and 1505 of Title 18, United States
Code).
CERTIFICATION
This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled
under my supervision in accordance with instructions issued by the Commission. Subject to 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, correct, and complete in accordance with the statute and rules.
I acknowledge that the Commission or the Assistant Attorney General of the Antitrust Division of the Department of Justice may, prior to the
expiration of the initial waiting period pursuant to 15 U.S.C. § 18a, require the submission of additional information or documentary material
relevant to the proposed transaction.

AFFIDAVITS
Affidavit(s) required by § 803.5 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 person, the affidavit must still attest to the good faith intent of the UPE.
In non-§ 801.30 transactions, the affidavit(s) (submitted by both persons filing) must attest that an agreement to merge or acquire has been
executed, and if the executed agreement is not the definitive agreement, that a dated document that provides sufficient detail about the
scope of the entire transaction that the parties intend to consummate has been submitted. The affidavit(s) must further attest to the good
faith intention of the person filing notification to complete the transaction. See § 803.5(b).
In § 801.30 transactions, the affidavit (submitted only by the acquiring person) must attest:
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 also 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 noncorporate 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).

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PRIVACY ACT STATEMENT
Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. 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 average 105 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
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
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.

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