Hart-Scott-Rodino (Premerger notification) Rules and Report Form

Forms and Documents

Document Name	Status
Form C4 Non-index Filings Form	Unchanged
HSR Auto-Withdraw Justification for Non-Material Change.pdf Justification for No Material/Nonsubstantive Change	2013-07-10

IC Document Collections

IC ID	Document Title	Status
42609	Non-index Filings Form	Unchanged
207722	Non-index filing for a withdrawn transaction not employing the two-day resubmission process	New
179430	Non-index Filings Requiring More Precise Valuation	Unchanged
179429	Index Filings	Unchanged

ICR Details

OMB Control No: 3084-0005	ICR Reference No: 201307-3084-001
Status: Historical Active	Previous ICR Reference No: 201106-3084-002
Agency/Subagency: FTC	Agency Tracking No:
Title: Hart-Scott-Rodino (Premerger notification) Rules and Report Form
Type of Information Collection: No material or nonsubstantive change to a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 08/19/2013
	Date Received in OIRA: 07/11/2013
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	08/31/2014	08/31/2014	08/31/2014
Responses	1,471	0	1,470
Time Burden (Hours)	53,759	0	53,756
Cost Burden (Dollars)	0	0	0

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Abstract: The Federal Trade Commission (FTC) has amended the premerger notification rules to provide a framework for the withdrawal of a premerger notification filing under the Hart Scott Rodino Act. The final rulemaking sets forth the procedure for voluntarily withdrawing an HSR filing, establishes when an HSR filing will be automatically withdrawn if a filing publicly announcing the termination of a transaction is made with the U.S. Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 and rules promulgated under that act, and sets forth the procedure for resubmitting a filing after a withdrawal without incurring an additional filing fee. The rule amendments formalize the existing informal procedure for parties to voluntarily withdraw and resubmit their filings. Consequently, the amendments do not change the burden with respect to transactions for which the filings are voluntarily withdrawn under §803.12(a). Calculating the burden for the auto-withdrawal amendments in §803.12(b) requires an analysis of two potential scenarios. In one scenario, a filing is automatically withdrawn and the acquiring person utilizes the two-day resubmission process under §803.12(c). In that case, no additional transaction is generated as the acquiring person simply restarts the waiting period on the same transaction. In the second scenario, the parties to a terminated transaction for which the filing is automatically withdrawn do not utilize the two-day resubmission process under §803.12(c) but later decide to move forward with the transaction. In that case, a new filing would be required. Both of these scenarios are rare, as it is very unlikely that a transaction for which the HSR filing is automatically withdrawn during the merger review process (due to the parties' SEC filing indicating that the transaction has been terminated) would be subsequently restarted. Based on past experience, this would occur approximately once every fifteen years. If the parties to such a transaction do not utilize the two-day resubmission process, the rule change would require non-index HSR filings for, on average, a small fraction of a single transaction per year. The currently cleared estimate for a single non-index filing is 37 hours. FTC staff believes that this new filing would require the same work and diligence as any new non-index filing. Based on an average of 37 hours for one transaction, applied to an historical frequency of once every fifteen years, this amounts to an annual average of 3 hours, rounded up.

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Authorizing Statute(s): PL: Pub.L. 94 - 435 90 Stat. 1390 Name of Law: Hart-Scott-Rodino Antitrust Improvements Act of 1976
   US Code: 15 USC 18a Name of Law: Clayton Act
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3084-AA91	Final or interim final rulemaking	76 FR 42471	07/19/2011

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 4

IC Title	Form No.	Form Name
Non-index Filings	C4	Notification and Report Form for Certain Mergers and Acquisitions (DRAFT)
Index Filings
Non-index Filings Requiring More Precise Valuation
Non-index filing for a withdrawn transaction not employing the two-day resubmission process

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ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	1,471	1,470	0	1	0	0
Annual Time Burden (Hours)	53,759	53,756	0	3	0	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: Assuming an average of 37 hours for an non-index filing transaction of this nature, applied to a traditional frequency of once every fifteen years, this amounts to an annual increment of 3 hours.

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Annual Cost to Federal Government: $5,215,715

Does this IC contain surveys, censuses, or employ statistical methods? No

Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002? No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? Uncollected

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 07/11/2013

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