Hart-Scott-Rodino (Premerger
notification) Rules and Report Form
Revision of a currently approved collection
No
Regular
12/01/2020
Requested
Previously Approved
36 Months From Approved
01/31/2023
4,900
4,900
188,438
181,091
0
0
The Federal Trade Commission seeks OMB
clearance for the revised reporting requirements under its
Hart-Scott-Rodino Antitrust Improvements Act Rules and
corresponding Premerger Notification and Report Form for Certain
Mergers and Acquisitions. The proposed amendments would help ensure
that the Commission and the U.S. Department of Justice (DOJ)
Antitrust Division (the Agencies) receive HSR filings that contain
enough information to conduct a preliminary assessment of whether
the proposed transaction presents competition concerns, but not
receive filings related to acquisitions that are very unlikely to
raise competition concerns. The NPRM primarily addresses two HSR
notification issues: (1) aggregation of assets across certain
acquiring parties (e.g., investment funds and Master Limited
Partnerships) about which very limited information is currently
reported, leading to an incomplete picture of an investment
structure and (2) treatment of certain de minimis acquisitions of
voting securities that are unlikely to raise competition concerns.
To address the first issue, the NPRM proposes to expand the §
801.1(a)(1) definition of “person” to require certain acquiring
persons to disclose additional information about their associates
when making an HSR filing. To address the second issue, the NPRM
proposes a new exemption, § 802.15, which would exempt the
acquisition of ten percent or less of an issuer’s voting securities
in certain circumstances. In addition to addressing aggregation of
assets and treatment of certain de minimis acquisitions, the
Commission’s NPRM also proposes necessary amendments to this HSR
Form and accompanying Instructions to effect the proposed changes.
In particular, Items 4 through 8 on the HSR Form would be revised
to seek information about associates of certain acquiring persons,
including the aggregation of acquisitions in the same issuer across
its associates (There would be no change to the information Items
6(c) and 7 require, because those items already require information
from associates.). Although these proposed changes would result in
an increased burden for certain acquiring persons, the Commission
would also revise the HSR Instructions to limit the financial
information required in Items 4(a) and 4(b). The change in Items
4(a) and 4(b) should reduce burden for certain acquired persons and
clarify what types of information should be submitted.
The proposed changes to the HSR
Rules and Notification and Report Form are expected to increase the
burden on the affected members of the public by 7,347 annual hours
from the currently cleared amount of 181,091 annual hours. The
total annual labor costs (currently estimated at $83,301,860),
would increase by approximately $3,379,620.
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:
(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;
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.
HSR NPRM _ Supporting Statement - FINAL - 12-1-2020.pdf
Non-index Filings