Instructions For C4 Notification And Report Form For Certain Mergers And Acquisitions

ANTITRUST IMPROVEMENTS ACT NOTIFICATION AND REPORT FORM for Certain Mergers and Acquisitions INSTRUCTIONS GENERAL The Notification and Report Form ("the Form") is required to be submitted pursuant to § 803.1(a) of the premerger notification rules, 16 CFR Parts 801-803 ("the Rules"). These instructions specify the information that must be provided in response to the items on the Form. Information The central office for information and assistance concerning the Form and the Rules is: Premerger Notification Office Federal Trade Commission, Room 5301 th 400 7 Street, S.W. Washington, D.C. 20024 Phone: (202) 326-3100 Copies of the Form, Instructions and Rules as well as information to assist in completing the Form are available at the PNO website. Definitions The definitions used in this Form are set forth in the Rules. See Statute, Rules and Formal Interpretations for copies of the HartScott-Rodino Act ("the Act"), the Rules, and the Federal Register Notices issuing the Rules and Rule amendments ("Statements of Basis and Purpose"). Filing Parties should file the completed Form, together with all documentary attachments, with the Premerger Notification Office ("PNO") of the Federal Trade Commission ("FTC") and the Premerger Unit of the Antitrust Division of the Department of Justice ("DOJ") (together, "the Agencies"). Filers have the option of submitting a DVD filing or a paper filing. Filings should be submitted to: Premerger Notification Office Federal Trade Commission, Room 5301 th 400 7 Street, S.W. Washington, D.C. 20024 and Office of Operations, Premerger Unit Antitrust Division, Department of Justice 950 Pennsylvania Avenue, N.W., Room #3335 Washington, D.C. 20530 (For FEDEX airbills to the Department of Justice, do not use the 20530 zip code; use zip code 20004.) If one or both delivery sites are unavailable, the Agencies may announce alternate sites for delivery through the media and, if possible, at the PNO website. The term "documentary attachments" refers only to materials submitted in response to Item 3(b), Item 4 and to submissions pursuant to § 803.1(b) of the Rules. OMB: 3084-0005 If submitting a DVD filing 1) Provide the FTC with: TWO (2) DVDs, each containing the Form, affidavit, certification and all documentary attachments, along with the original hard copies of the cover letter, certification and affidavit. 2) Provide DOJ with: TWO (2) DVDs containing the same content as above, along with THREE (3) hard copies of the cover letter. The Form must be a searchable PDF document. All other files must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. Label each DVD with the name of the person filing (i.e., the ultimate parent entity ("UPE"), see § 801.1(a)(3)), the name of a contact person and that person's phone number. Leave space on the DVD for the Agencies to write the assigned transaction number and date of receipt. If submitting a paper filing 1) Provide the FTC with: ONE (1) original and ONE (1) copy of the Form, certification page and affidavit, along with an original cover letter and ONE (1) set of documentary attachments. 2) Provide DOJ with: TWO (2) copies of the Form, certification page and affidavit, along with THREE (3) copies of the cover letter, and ONE (1) set of documentary attachments. If the DVD or files contain viruses, passwords, or are not readable, the filing will not be accepted and the waiting period will not start. For further instructions on DVD filing and specific DVD requirements, go to HSR Resources on the PNO website. Affidavits Affidavit(s) are required by § 803.5 and must attest to the good faith of the persons filing to complete the transaction. Affidavits 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 or acquired person, the affidavit must still attest to the good faith of the UPE. In non-§ 801.30 transactions, the affidavit(s) (submitted by both persons filing) must attest that a contract, agreement in principle or letter of intent to merge or acquire has been executed, and 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; in the case of a tender offer, that the intention to make the tender offer has been publicly announced; and 2) Instructions to FTC Form C4 (rev. 08/08/16) I American LegalNet, Inc. www.FormsWorkFlow.com 3) the good faith intention of the person filing notification to complete the transaction. when their acquisition is exempt under the Act or Rules. (See § 803.2(c)). 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 recent calendar or fiscal year for which the requested information is available. North American Industry Classification System (NAICS) Data The Form requests "dollar revenues" categorized by NAICS codes for non-manufactured and manufactured products with respect to operations conducted within the United States, and for products manufactured outside of the United States and sold into the United States. (See § 803.2(d)). Filing persons must submit data at the 6-digit NAICS national industry code level to reflect non-manufacturing dollar revenues. To the extent that dollar revenues are derived from manufacturing operations (NAICS Sectors 31-33), filing persons must only submit data at the 10digit NAICS product code levels, not the 6-digit level. (See Item 5 below). In reporting information by 6-digit NAICS industry code, refer to the most recent North American Industry Classification System United States published by the Executive Office of the President, Office of Management and Budget. In reporting information by 10-digit NAICS product code, refer to the most recent Numerical List of Manufactured and Mineral Products published by the Bureau of the Census. Information regarding NAICS is available at www.census.gov. This site also provides assistance in choosing the proper