Items 4(c) and 4(d) require only existing documents; no new documents need to be created specifically for the HSR filing. In addition, Items 4(c) and 4(d) do not specify a time period for the data contained in documents responsive to those Items; however, Item 4(d) only requires documents created within one year of the date of filing unless they are also responsive to Item 4(c), which has no time limitation. For more information on Items 4(c) and 4(d), please see our tip sheets: ; .
Question
From: Fetterman, Michelle <mfetterman@ftc.gov>
Sent: Friday, November 1, 2024 3:04:25 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Subject: RE: Clarification on Data Age Requirements for HSR Filing (Items 4(c) and 4(d)(ii))
Items 4(c) and 4(d) require only existing documents; no new documents need to be created specifically for the HSR filing. In addition, Items 4(c) and 4(d) do not specify a time period for the data contained in documents responsive to those Items; however, Item 4(d) only requires documents created within one year of the date of filing unless they are also responsive to Item 4(c), which has no time limitation. For more information on Items 4(c) and 4(d), please see our tip sheets: ; .
From: [Redacted]
Sent: Thursday, October 31, 2024 12:42:49 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Clarification on Data Age Requirements for HSR Filing (Items 4(c) and 4(d)(ii))
Dear HSR Help Team,
We are preparing the HSR filing on the buyer’s side for an acquisition, focusing on gathering materials relevant to Items 4(c) and 4(d)(ii) that evaluate the acquisition with respect to market share, competitors, and geographic markets in the industry. These materials were prepared specifically for this acquisition and are not ordinary course of business documents. Our goal is to complete the filing by the end of 2024.
Currently, we have actual data from 2020 and 2021 and, beyond these years, estimates that reflect more recent market conditions. In reviewing the HSR instructions, we did not find a strict cutoff for data age but want to confirm whether using 2020/2021 data, supplemented with up-to-date estimates, will meet the FTC’s standards for Items 4(c) and 4(d)(ii) without causing potential delays.
We appreciate your guidance on this matter and any recommendations for ensuring a smooth filing process.
Thank you, and please feel free to reach out with any questions.