Ftc Form C4 PDF Details

Navigating the intricacies of mergers and acquisitions in the United States requires meticulous attention to legal documentation and adherence to regulatory guidelines, among which the Federal Trade Commission's (FTC) C4 form is pivotal. This form functions as a fundamental instrument within the framework established by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, designed to facilitate premerger notification and report procedures for certain mergers and acquisitions. Essentially, it mandates that entities, before completing such transactions, must file this form to notify the FTC and the Department of Justice (DOJ), allowing them to review the deal for potential anticompetitive effects. The form itself encompasses detailed information regarding the parties involved, the nature of the transaction, fee information based on the transaction's value, and an affidavit affirming the accuracy of the information provided. It also touches on aspects such as whether the acquisition is subject to foreign filing requirements or if it constitutes a bankruptcy sale, among others. Beyond the simplicity of its premise, the FTC C4 form embodies a critical checkpoint in the premerger notification process, aimed at preventing harmful monopolistic or oligopolistic outcomes in the marketplace by enabling a thorough government review.

QuestionAnswer
Form NameFtc Form C4
Form Length15 pages
Fillable?No
Fillable fields0
Avg. time to fill out3 min 45 sec
Other namesPennsylvania, NAICS, Premerger, 7-digit

Form Preview Example

TRANSACTION NUMBER ASSIGNED

16 C.F.R. Part 803 - Appendix

NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

Approved by OMB 3084-0005 Expires 05/31/2007

THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS Attach the Affidavit required by § 803.5 to this page.

FEE INFORMATION

 

TAXPAYER IDENTIFICATION NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

or SOCIAL SECURITY NUMBER of payer

 

 

 

 

 

 

 

 

AMOUNT PAID $

 

 

 

(acquiring person (and payer if different from acquiring person))

 

 

 

 

 

 

In cases where your filing fee would be higher if

 

CHECK ATTACHED

 

 

MONEY ORDER ATTACHED

 

 

 

 

 

 

based on acquisition price or where the acquisitionWIRE TRANSFER

 

CONFIRMATION NO.

 

_

 

 

 

 

 

price is undetermined to the extent that it may

FROM: NAME OF INSTITUTION

 

 

 

 

 

 

_

 

 

 

 

 

straddle a filing fee threshold, attach an explanation NAME OF PAYER (if different from PERSON FILING)

 

 

 

 

 

 

 

of how you determined the appropriate fee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(acquiring persons only).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attachment Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IS THIS A CORRECTIVE FILING?

YES

NO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IS THIS ACQUISITION SUBJECT TO FOREIGN FILING REQUIREMENTS?

 

YES

NO

 

 

 

 

 

 

If YES, list jurisdictions: (voluntary)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IS THIS ACQUISITION A CASH TENDER OFFER?

YES

NO

BANKRUPTCY?

YES

 

NO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DO YOU REQUEST EARLY TERMINATION OF THE WAITING PERIOD? (Grants of early termination are published in the Federal Register AND

YES

NO

 

 

on the FTC web site www.ftc.gov)

 

 

 

 

 

 

 

 

 

 

 

ITEM 1 – PERSON FILING

 

 

 

 

 

 

 

 

1(a) NAME and

 

 

 

 

 

 

 

 

HEADQUARTERS ADDRESS

 

 

 

 

 

 

 

 

of PERSON FILING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1(b) PERSON FILING NOTIFICATION IS

 

 

 

 

 

 

 

an acquiring person

an acquired person

 

both

 

 

 

 

 

 

 

 

1(c) PUT AN "X" IN THE APPROPRIATE BOX TO DESCRIBE PERSON FILING NOTIFICATION

 

 

Corporation

Unincorporated Entity

Other (Specify):

 

 

 

 

 

 

 

 

 

 

 

1(d) DATA FURNISHED BY

 

 

 

 

 

 

 

 

calendar year

fiscal year (specify period )

 

 

 

(month/year) to

(month/year)

 

 

 

 

 

 

 

 

 

 

THIS FORM IS REQUIRED BY LAW and must be filed separately by each person which, by reason of a merger, consolidation or acquisition, is subject to §7A of the Clayton Act, 15 U.S.C. §18a, as added by Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435, 90 Stat. 1390, and rules promulgated thereunder (hereinafter referred to as "the rules" or by section number). The statute and rules are set forth in the Federal Register at 43 FR 33450; the rules may also 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 of not more than $11,000 for each day during which such person is in violation of 15 U.S.C. §18a.

All 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.

Filing - Complete and return two copies (with one original affidavit and certification and one set of documentary attachments) of this Notification and Report Form to: Premerger Notification Office, Bureau of Competition, Room 303, Federal Trade Commission, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. Three copies (with one set of documentary attachments) should be sent to: Director of Operations and Merger Enforcement, 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.)

DISCLOSURE NOTICE - Public reporting burden for this report is estimated to vary from 8 to 160 hours per response, with an average of 39 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,

Office of Information and

H-303

Regulatory Affairs,

Federal Trade Commission

Office of Management and Budget

Washington, DC 20580

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 in the upper right-hand corner of the first page of this form.

FTC FORM C4 (rev. 11/29/05)

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NAME OF PERSON FILING NOTIFICATION

DATE

1(e) PUT AN X IN THE APPROPRIATE BOX AND GIVE THE NAME AND ADDRESS OF ENTITY FILING NOTIFICATION (if other than ultimate parent entity)

NA

This report is being filed on behalf of a foreign person

 

pursuant to § 803.4.

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).

NAME OF ENTITY FILING NOTIFICATION

ADDRESS

1(f) NAME AND ADDRESS OF ENTITY MAKING ACQUISITION OR WHOSE ASSETS, VOTING SECURITIES OR NON-CORPORATE INTERESTS ARE BEING ACQUIRED IF DIFFERENT FROM THE ULTIMATE PARENT ENTITY IDENTIFIED IN ITEM 1(a)

PERCENT OF VOTING SECURITIES OR NON-CORPORATE INTERESTS HELD BY EACH ENTITY IDENTIFIED IN ITEM 1(a)

1(g) IDENTIFICATION OF PERSON TO CONTACT REGARDING THIS REPORT

NAME OF CONTACT PERSON

TITLE

FIRM NAME

BUSINESS ADDRESS

TELEPHONE NUMBER

FAX NUMBER

E-MAIL ADDRESS

(h) IDENTIFICATION OF AN INDIVIDUAL LOCATED IN THE UNITED STATES DESIGNATED FOR THE LIMITED PURPOSE OF RECEIVING NOTICE OF ISSUANCE OF A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTS. (See § 803.20(b)(2)(iii))

NAME OF CONTACT PERSON

TITLE

FIRM NAME

BUSINESS ADDRESS

TELEPHONE NUMBER

FAX NUMBER

E-MAIL ADDRESS

ITEM 2

2(a) LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRING PERSONS

LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRED PERSONS

2(b) THIS ACQUISITION IS (put an X in all the boxes that apply) an acquisition of assets

a merger (see § 801.2)

an acquisition subject to § 801.2(e)

a formation of a joint venture or other corporation or unincorporated entity (see § 801.40 or § 801.50) an acquisition subject to § 801.30 (specify type) other (specify)

a consolidation (see § 801.2)

an acquisition of voting securities a secondary acquisition

an acquisition subject to § 801.31 acquisition of non-corporate interests

2(c) INDICATE THE HIGHEST NOTIFICATION THRESHOLD IN § 801.1(h) FOR WHICH THIS FORM IS BEING FILED (acquiring person only in an acquisition of voting securities)

$50 million

$100 million

$500 million

25% (see Instructions)

50%

(as adjusted)

(as adjusted)

(as adjusted)

(as adjusted)

 

 

2(d)(i) VALUE OF VOTING

 

(ii) PERCENTAGE OF

(iii) VALUE OF ASSETS TO

(iv) VALUE OF NONCORPORATE

 

(v) AGGREGATE TOTAL

SECURITIES TO BE HELD AS

 

VOTING SECURITIES

BE HELD AS A RESULT OF

INTERESTS TO BE HELD AS A

 

VALUE

A RESULT OF THE

 

 

THE ACQUISITION

RESULT OF THE ACQUISITION

 

 

ACQUISITION

 

 

 

 

 

 

$

 

%

$

$

 

$

FTC FORM C4 (rev. 11/29/05)

 

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NAME OF PERSON FILING NOTIFICATION

DATE

2(e) If aggregate total value in 2(d)(v) is based in whole or in part on a fair market valuation pursuant to § 801.10(c)(3), identify the person or persons responsible for making the valuation (acquiring persons only).

ITEM 3

3(a) DESCRIPTION OF ACQUISITION

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NAME OF PERSON FILING NOTIFICATION

DATE

 

 

 

 

3(b)(i) ASSETS TO BE ACQUIRED (to be completed only for asset acquisitions)

 

3(b)(ii) ASSETS HELD BY ACQUIRING PERSON

3(b)(iii) ASSETS HELD BY UNINCORPORATED ENTITIES

3(c) VOTING SECURITIES TO BE ACQUIRED

3(c)(i) LIST AND DESCRIPTION OF VOTING SECURITIES AND LIST OF NON-VOTING SECURITIES:

3(c)(ii) TOTAL NUMBER OF SHARES OF EACH CLASS OF SECURITY:

3(c)(iii) TOTAL NUMBER OF SHARES OF EACH CLASS OF SECURITY BEING ACQUIRED:

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NAME OF PERSON FILING NOTIFICATION

DATE

3(c)(iv) IDENTITY OF PERSONS ACQUIRING SECURITIES:

3(c)(v) DOLLAR VALUE OF SECURITIES IN EACH CLASS BEING ACQUIRED:

3(c)(vi) TOTAL NUMBER OF EACH CLASS OF SECURITIES TO BE HELD AS A RESULT OF THE ACQUISITION:

3(d) SUBMIT A COPY OF THE MOST RECENT VERSION OF CONTRACT OR AGREEMENT (or letter of intent to merge or acquire)

DO NOT ATTACH THIS DOCUMENT TO THIS PAGE

ATTACHMENT OR REFERENCE NUMBER OF CONTRACT OR AGREEMENT ______________

 

 

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 4 PERSONS FILING NOTIFICATION MAY PROVIDE BELOW AN OPTIONAL INDEX OF DOCUMENTS REQUIRED TO BE SUBMITTED BY ITEM 4 (See Item by Item instructions). THESE DOCUMENTS SHOULD NOT BE ATTACHED TO THIS PAGE.

4(a) DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION

ATTACHMENT OR REFERENCE NUMBER

4(b) ANNUAL REPORTS, ANNUAL AUDIT REPORTS, AND REGULARLY PREPARED BALANCE SHEETS ATTACHMENT OR REFERENCE NUMBER

4(c) STUDIES, SURVEYS, ANALYSES, AND REPORTS

ATTACHMENT OR REFERENCE NUMBER

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 5 (See "References" listed in the General Instructions to the Form. Refer to the North American Industry Classification System-United States, 2002 (2002 NAICS Manual) for the 6-digit (NAICS) industry codes. Refer to the 2002 Numerical List of Manufactured and Mineral Products (EC02M31R-NL) for the 7-digit product class codes and the 10-digit product codes. Report revenues for the 7-digit product class codes and 10-digit product codes using the codes in the columns labeled "Product code." For further information on NAICS-based codes visit the www.census.gov web site.)

5(a) DOLLAR REVENUES BY INDUSTRY

 

6-DIGIT

 

INDUSTRY CODE

DESCRIPTION

2002 TOTAL

DOLLAR REVENUES

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 5(b)(i) DOLLAR REVENUES BY MANUFACTURED PRODUCTS

10-DIGIT

 

PRODUCT CODE

DESCRIPTION

2002 TOTAL

DOLLAR REVENUES

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 5(b)(ii) PRODUCTS ADDED OR DELETED

DESCRIPTION (10-DIGIT PRODUCT CODE)

ADD DELETE

YEAR

OF

CHANGE

TOTAL DOLLAR

REVENUES

ITEM 5(b)(iii) DOLLAR REVENUES BY MANUFACTURED PRODUCT CLASS

7-DIGIT

 

PRODUCT CLASS

DESCRIPTION

YEAR

I____________I

TOTAL DOLLAR REVENUES

(Item 5(b)(iii) continued on page 10)

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 5(b)(iii) DOLLAR REVENUES BY MANUFACTURED PRODUCT CLASS - CONTINUED

7-DIGIT

 

PRODUCT CLASS

DESCRIPTION

YEAR

I____________I

TOTAL DOLLAR REVENUES

ITEM 5(c) DOLLAR REVENUES BY NON-MANUFACTURING INDUSTRY

6-DIGIT

 

INDUSTRY CODE

DESCRIPTION

YEAR

I____________I

TOTAL DOLLAR REVENUES

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NAME OF PERSON FILING NOTIFICATION

DATE

5(d) COMPLETE ONLY IF ACQUISITION IS IN THE FORMATION OF A JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY.

5(d)(i) NAME AND ADDRESS OF THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY

5(d)(ii)

(A)CONTRIBUTIONS THAT EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY HAS AGREED TO MAKE

(B) DESCRIPTION OF ANY CONTRACTS OR AGREEMENTS

(C) DESCRIPTION OF ANY CREDIT GUARANTEES OR OBLIGATIONS

(D)DESCRIPTION OF CONSIDERATION WHICH EACH PERSON FORMING THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY WILL RECEIVE

5(d)(iii) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE CORPORATION OR UNINCORPORATED ENTITY WILL ENGAGE

5(d)(iv) SOURCE OF DOLLAR REVENUES BY 6-DIGIT INDUSTRY CODE (non-manufacturing) AND BY 7-DIGIT PRODUCT CLASS (manufacturing)

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NAME OF PERSON FILING NOTIFICATION

DATE

ITEM 6

6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION

6(b) SHAREHOLDERS OF PERSON FILING NOTIFICATION

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NAME OF PERSON FILING NOTIFICATION

DATE

 

 

6(c) HOLDINGS OF PERSON FILING NOTIFICATION

 

ITEM 7 DOLLAR REVENUES

7(a) 6-DIGIT NAICS CODE AND DESCRIPTION

7(b) NAME OF EACH PERSON WHICH ALSO DERIVED DOLLAR REVENUES

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NAME OF PERSON FILING NOTIFICATION

DATE

7(c) GEOGRAPHIC MARKET INFORMATION

ITEM 8 PRIOR ACQUISITIONS (to be completed by acquiring person only)

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NAME OF PERSON FILING NOTIFICATION

DATE

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 Federal Trade 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.

NAME (Please print or type)

TITLE

SIGNATURE

DATE

Subscribed and sworn to before me at the

City of ______________________, State of ___________________

this __________________________day of __________________________, the year ______________

Signature _________________________________________________

My Commission expires ____________________________________

[SEAL]

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