Acquiring Person Form

16 C.F.R. Part 803 – Appendix

Notification and Report Form for Certain Mergers and Acquisitions

Acquired Person

FEE INFORMATION
Total Filing Fee: Select Filing Fee.

Paid By:

Name of Payer

☐ Acquiring Person

Amount Paid

Check Number

☐ Acquired Person

☐ Both

EWT Institution & Confirmation Number

GENERAL INFORMATION
Post-Consummation Filing?
Cash Tender Offer?
Bankruptcy?

☐ Yes
☐ Yes
☐ Yes

☐ No
☐ No
☐ No

Do you request early termination of the waiting period? ☐ Yes ☐ No
(Grants of early termination are published in the Federal Register and on the FTC website.)

ULTIMATE PARENT ENTITY (UPE) INFORMATION
► UPE Details
Name: ______________________________________________________________________________________________________________________
Headquarters Address:

_________________________________________________

City: _________________________________

State: _________

Address Line 2: _____________________________________

Zip Code: ____________ Country: ____________________________________

Website: ____________________________________________________________________________________________________________________
Entity Type: The UPE of the acquired person is a(n)?
☐ Corporation

☐ Unincorporated Entity

☐ Natural Person

☐ Other (Specify): _________________________________________
Name and address of filing notification entity, if different than UPE
(Name, Address, City, State, Zip Code, and Country)

FILING MADE ON BEHALF OF THE UPE
☐ Not Applicable.
☐ This report is being filed on behalf of the ultimate parent entity by another
entity within the same person authorized by it to file pursuant to § 803.2(a).
☐ This report is being filed on behalf of a foreign person pursuant to § 803.4.

PRIMARY HSR REPORT CONTACT

SECONDARY HSR REPORT CONTACT

SECOND REQUEST CONTACT

Name:
Firm/Company:
Address:
City, State, Zip Code:
Country:
Telephone Number:
E-Mail Address:

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

UPE ANNUAL REPORTS AND FINANCIAL INFORMATION
Central Index Key (CIK) Number
Annual/Audit Report Document # or Link
Date of Annual/Audit Report

Does the person filing notification stipulate that the acquired person meets the size of person test? See 15 U.S.C. § 18a(a).
☐ Yes, the lower size of person test

☐ Yes, the higher size of person test

☐ N/A

MINORITY SHAREHOLDERS OR INTEREST HOLDERS
Entity

☐ None

Minority Holder & D/B/A Name

HQ Address

Percent Held

► Acquired Entity Structure
ENTITIES WITHIN THE ACQUIRED ENTITY(IES)
Company or Operating Business d/b/a Name(s):
Entity Name

City

State

Zip Code

Country

City

State

Zip Code

Country

City

State

Zip Code

Country

Company or Operating Business d/b/a Name(s):
Entity Name

Company or Operating Business d/b/a Name(s):
Entity Name

ANNUAL REPORTS AND AUDIT REPORTS
Acquired Entity

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Central Index Key (CIK)
Number

Annual/Audit Report File Name or
Link

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Date of Annual/Audit Report

16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

TRANSACTION INFORMATION
► Parties
ACQUIRING UPE(S)

ACQUIRED UPE(S)

Name:

Name:

Address:

Address:

Address Line 2:

Address Line 2:

City, State, Zip Code:

City, State, Zip Code:

Country:

Country:

Website:

Website:

ACQUIRING ENTITY(IES) – (Tab to add additional “Acquiring Entity” entries.)

TARGET(S) – (Tab to add additional “Target” entries.)

Name:

Name:

Address:

Address:

Address Line 2:

Address Line 2:

City, State, Zip Code:

City, State, Zip Code:

Country:

Country:

Website:

Website:

► Transaction Details
Is this transaction subject to § 801.30?

☐ Yes, Specify Type(s) ____________________________________________________

☐ No

TRANSACTION TYPE
Check all that apply:
☐ Acquisition of voting securities

☐ Acquisition subject to § 801.31

☐ Acquisition of non-corporate interests

☐ Secondary acquisition subject to § 801.4

☐ Acquisition of assets

☐ Acquisition subject to § 801.2(e)

☐ Merger (see § 801.2)

☐ Other, specify ______________________________

☐ Consolidation (see § 801.2)

ACQUISITION DETAILS
Percentage of voting securities already
held
%

Percentage of non-corporate
interests already held
%

Value of voting securities already held
($MM)
$

Value of non-corporate interests
already held ($MM)
$

Total percentage of voting securities to
be held as a result of the acquisition
%

Total percentage of non-corporate to
be held as a result of the acquisition
%

Total value of voting securities to be held
as a result of the acquisition ($MM)

Total value of non-corporate
securities to be held as a result of the
acquisition ($MM)

Total value of assets to be held as
a result of the acquisition ($MM)

Aggregate total value ($MM)

$

$

$ 0.00

$

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

► Transaction Description
BUSINESS OF THE TARGET
NON-REPORTABLE UPE(S)
TRANSACTION DESCRIPTION
RELATED TRANSACTIONS
Does the transaction that is the subject of this filing have related filings?

☐ Yes

☐ No

☐ Unknown

If the transaction 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 joint venture
☐ Is a consolidation

☐ Is a shareholder backside transaction

☐ Is an exchange of assets

☐ Has more than one acquiring UPE

☐ Has one or more filings in the alternative

☐ Has more than one acquired UPE

☐ Other, explain:_________________________________________

☐ Has more than one reportable step
Party Names or Transaction Numbers for Related Transactions:

► Additional Transaction Information
TRANSACTION RATIONALE
☐ Not applicable, select 801.30 transaction

DOCUMENT NUMBERS RELATED TO
TRANSACTION RATIONALE

► Business Documents
TRANSACTION RELATED DOCUMENTS
Privileged

Document #

Document Title

Estimated Date

Author/Title

☐
☐
☐

PLANS AND REPORTS
Privileged

Document #

☐ Not Applicable, Select 801.30 Transaction
Document Title

Estimated Date

Author/Title

☐
☐
☐
Privilege Log Document # __________________________________________________________________________________________________

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

► Agreements
TRANSACTION-SPECIFIC AGREEMENTS

☐ Not Applicable, 801.30 or Bankruptcy

Document #

Document Title

COMPETITION DESCRIPTIONS
☐ Not Applicable, Select 801.30 Transaction

► Overlap Description
Briefly describe the target’s principal categories of products or services.

List and briefly describe current and known planned products or services that compete (or could compete) with the acquiring person. (See
Instructions)

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

Competing Product or Service
Product or Service:

☐ None

Sales ($):
Categories of Customers:
Top 10 Customers Overall:
Top 10 Customers by Category:

Product or Service:

Sales ($):
Categories of Customers:
Top 10 Customers Overall:
Top 10 Customers by Category:

Product or Service:

Sales ($):
Categories of Customers:
Top 10 Customers Overall:
Top 10 Customers by Category:

► Supply Relationships Description
RELATED SALES
List and briefly describe the target’s products, services, or assets that are supplied to the acquiring person or a business that competes with
acquiring person. (See Instructions)

Product, Service, or Asset Details
Product, Service, or Asset:

☐ None
Sales to Target ($):
Sales to Target’s Competitors ($):
Top 10 Customers:
Description of Supply or Licensing Agreement:

Product, Service, or Asset:

Sales to Acquiring Person ($):
Sales to Acquiring Person’s Competitors ($):
Top 10 Customers:
Description of Supply or Licensing Agreement:

Product, Service, or Asset:

Sales to Acquiring Person ($):
Sales to Acquiring Person’s Competitors ($):
Top 10 Customers:
Description of Supply or Licensing Agreement:

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

RELATED PURCHASES
List and briefly describe the products, services, or assets that are purchased by the target from the acquiring person or a business that competes
with the acquiring person. (See Instructions)

Product, Service, or Asset Details
Product, Service, or Asset:

☐ None
Purchases from Acquiring Person ($):
Purchases from Acquiring Person’s Competitors ($):
Top 10 Suppliers:
Description of Purchase or Licensing Agreement:

Product, Service, or Asset:

Purchases from Acquiring Person ($):
Purchases from Acquiring Person’s Competitors ($):
Top 10 Suppliers:
Description of Purchase or Licensing Agreement:

Product, Service, or Asset:

Purchases from Acquiring Person ($):
Purchases from Acquiring Person’s Competitors ($):
Top 10 Suppliers:
Description of Purchase or Licensing Agreement:

REVENUE AND OVERLAPS
Does the target have US revenue?

☐ Yes

☐ No, explain: ____________________________________________________________

► NAICS Codes
Revenue Range
6-Digit Code

Code Description

Operating Business

<$10MM

$10MM $100MM

$100MM $1B

>$1B

Overlap
☐
☐
☐
☐
☐

► Controlled Entity Geographic Overlaps
☐ None

STATE LEVEL REPORTING
NAICS Code

Code Description

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Operating Business and D/B/A Name(s)

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States and Total Number

16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:
☐ None

STREET LEVEL REPORTING
NAICS Code and Description:
Operating Business and
D/B/A Name(s)

State

County

ZIP Code

Street Address

State

County

ZIP Code

Street Address

State

County

ZIP Code

Street Address

NAICS Code and Description:
Operating Business and
D/B/A Name(s)

NAICS Code and Description:
Operating Business and
D/B/A Name(s)

► Minority-Held Entity Overlaps
☐ None
Percentage
Held

Held By

Overlapping 6-Digit NAICS Code and Description or Overlap
Product or Service Description

Acquired Entity and
Former HQ Address

Entity Held and D/B/A Name(s)

NAICS Code or Industry
Overlap with Acquiring Person

► Prior Acquisitions
☐ None
Transaction
Type

Consummation Date

ADDITIONAL INFORMATION
► Subsidies from Foreign Entities or Governments of Concern
SUBSIDIES

☐ None ☐ Yes (provide details below)
Entity or Government

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Description

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

COUNTERVAILING DUTIES IMPOSED
Product

☐ None ☐ Yes (provide details below)
Duty Imposed

Jurisdiction

COUNTERVAILING DUTY INVESTIGATIONS

☐ None ☐ Yes (provide details below)

Product

Jurisdiction Conducting Investigation

► Defense or Intelligence Contracts
☐ None ☐ Not Applicable, Select 801.30 Transaction
Entity Within Target

DOD/IC Contracting Office

Contracting
Office ID

Award ID

NAICS Codes

► Voluntary Waivers
INTERNATIONAL COMPETITION AUTHORITIES (VOLUNTARY)
The acquired person agrees to waive the disclosure exemption in the HSR Act for the following competition authorities:

☐ None

1. _______________________________________________________

4. _______________________________________________________

2. _______________________________________________________

5. _______________________________________________________

3.

6. _______________________________________________________

______________________________________________________

STATE ATTORNEYS GENERAL (VOLUNTARY)
The acquired person agrees to waive the disclosure exemption in the HSR Act for the following states:

State

☐ None

Permit Disclosure of
Fact of Notification and Waiting Period

Information and Documents

☐

☐

☐

☐

☐

☐

► End Notes
☐ None
Number

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

CERTIFICATION
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.
Name (Please Print or Type)

Title

Signature

Date

☐ Sworn under penalty of perjury
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Signature

Executed Date

☐ Notarized

Subscribed and sworn to before me at the:

Seal:

________________________________________________________________
City of: __________________________________________________________
State of: _________________________________________________________
This ___________

day of _________________

the year ______________

Signature: ________________________________________________________
My commission expires: _____________________________________________

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16 C.F.R. Part 803 – Appendix A – Acquired Person

Name of Acquired Person UPE:

Date:

16 C.F.R. Part 803 – Appendix
NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

Approved by OMB 3084-0005

THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS
THIS FORM IS REQUIRED BY LAW and must be filed separately by each person that, by reason of a merger, consolidation, or acquisition, is subject to § 7A
of the Clayton Act, 15 U.S.C. § 18a, and rules promulgated thereunder (hereinafter referred to as “the rules” or by section number). The rules may be found
at 16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in
accordance with the applicable provisions of 15 U.S.C. § 18a and the rules, subjects any “person,” as defined in the rules, or any individuals responsible for
noncompliance, to liability for a penalty for each day during which such person is in violation of 15 U.S.C. § 18a. The maximum daily civil penalty amount is
listed in 16 C.F.R. § 1.98(a).
Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the
Freedom of Information Act and may be made public only in an administrative or judicial proceeding, or disclosed to Congress or to a duly authorized
committee or subcommittee of Congress.
DISCLOSURE NOTICE - Public reporting burden for this report is estimated at 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 St. SW
Washington, DC 20024
and
Office of Information and Regulatory Affairs
Office of Management and Budget
Washington, DC 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. That number is 3084-0005, which also appears above.
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.
This page may be omitted when submitting the Form.

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16 C.F.R. Part 803 – Appendix A – Acquired Person