The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.
For more information about the program, read our Introductory Guides.
The FTC administers the premerger notification program, and the staff of the Premerger Notification Office is available to answer questions about how and when to file.
Special Highlights
The federal government is closed this Wednesday, December 5, in honor of former President George H.W. Bush. The Premerger Office and DOJ’s Premerger Office will not be open to receive filings. Note that this closure does not affect HSR waiting periods. If your filing is due to expire on Wednesday, it will expire as scheduled. Thank you.
Check out our new blog post “Control no longer controlling for HSR reporting of not-for-profit combinations”.
Over the summer, the Premerger Notification Office held three brown bag meetings with experienced HSR practitioners. The meetings were an opportunity for the HSR bar to meet staff, share comments regarding the HSR process, and address any concerns or “big picture” policies. Over 50 attorneys from various law firms attended one of the three 60-90 minute sessions held in May, June, and July at the FTC’s Constitution Center. A summary of the brown bags, including the issues discussed and important guidance, has been added to the HSR Resources page and is now available here.
- IMPORTANT NOTE ON DOWNLOADING THE FILLABLE HSR FORM: Use of any browser other than Internet Explorer may result in an error message when clicking the PDF link Adobe Acrobat (HSR Form ver. 1.0.2). Consequently, use of Internet Explorer is advised to download the form. Alternatively, you can right click on the PDF link and select “Save link as” to download the PDF directly to your computer before opening it with Adobe. (10/18/18)
The Medicare Act filing instructions have been updated with DOJ’s current address. (08/07/18)
IMPORTANT NOTICE: Given the current high volume of HSR filings, it is even more important than usual to note when your filing is related to other filings as part of a larger transaction – for instance, a main transaction with a backside filing or a buyer making two acquisitions at the same time.
When you have related filings, please include in the cover letter and Item 3(a): THIS FILING SHOULD BE PROCESSED WITH RELATED FILINGS MADE BY [insert relevant other parties]. This will assist the PNO in the efficient and timely processing of your transaction. Thank you. (08/03/18)IMPORTANT NOTICE: The Premerger Notification Office no longer accepts checks at the Constitution Center. This is true whether delivered by messenger or by mail. Please DO NOT send checks to the PNO. The Commission strongly discourages check payments, but if checks are used to pay filing fees, they must be sent to Financial Operations at the FTC HQ. See the Filing Fee Information page for full instructions. (07/26/18)
The DOJ Premerger Office has created a new, shared email address for all communications to DOJ relating to HSR filings. Send all email to premerger@usdoj.gov. (07/24/18)
Early Termination Notices data is now available to developers via our HSR Early Termination Notices API Endpoint. (06/28/18)
- The Commission, with the concurrence of DOJ, has amended the rules and the HSR Form Instructions to make them clearer and easier to apply, and to allow for the use of email in certain circumstances. These changes include clarifying §§ 801.1(b)(2), 802.1, 802.30(c), 802.41, 803.5(a)(1),803.11(c), 803.12(a)-(c) and 803.20(b). The Commission Notice can be found here.
Changes to the Form Instructions include updating the address of the DOJ Premerger Unit, and clarifying definitions and Items 3 through 7, among others. The new HSR Form Instructions can be found here. If you have any questions about the changes, please contact HSRHelp@ftc.gov. (06/25/18) The PNO is pleased to announce a series of brownbags for experienced HSR practitioners. We’d like to hear from the HSR bar regarding the program, the rules, and PNO procedures, and to allow those who practice HSR to get to know the PNO. We will hold one-hour sessions on May 17, June 21, July 26, and August 23 at the FTC’s Constitution Center location in Washington, DC.
Attendance is limited to one person per law firm and 20 attendees per session. If you’re interested in attending, contact Sam Sheinberg at SSHEINBERG@ftc.gov by April 20, 2018. Include your (1) name, (2) law firm, and your (3) preferred dates (list all that you can attend). Once we have a list of names, we’ll randomly assign attendees to each session, doing our best to accommodate preferred dates. Please note that each person may only attend one session.
Once assigned to a session, attendees will receive an email with their session date, time and place. In the event we get more interest than we have spaces, we may schedule additional sessions or allow teleconferencing.
The PNO has a new email address for HSR questions – HSRHelp@ftc.gov. When you email HSRHelp@ftc.gov, every PNO attorney will receive your question at the same time. In the future, unless you are inquiring about a particular filing, please use this email address rather than individual addresses. This will make it easier for us to efficiently address questions and respond as quickly as we can. (10/20/17)
NAICS Codes – Filers should continue to use 6- and 10-digit 2012 NAICS codes when filling out Items 5, 7 and 8 of the HSR Form. The U.S. Census Bureau is transitioning to a new system and PNO will wait until that system is fully functional before switching. Please check this page for further announcements.
The HSR Form Style Sheet and the PDF version of the Style Sheet have been updated . Please review the standards for submitting paper filings and DVD filings. Note that for DVD filings, submitted PDF or Excel files should not be compressed using ZIP or other compression software. Also, all DVDs should be submitted in transparent plastic, single DVD, cases, not paper sleeves. See the Style Sheet for specifics.
Important Notice for the Delivery of HSR Filings: The Constitution Center is subject to REAL ID security. REAL ID is a coordinated Department of Homeland Security effort by the states and the Federal Government to improve the reliability and accuracy of state-issued identification documents. Unfortunately, not all states currently produce REAL ID compliant identification, which may make it difficult for a visitor to enter the Constitution Center. New York is one of the non-compliant states and many delivery persons with New York IDs have been denied entry by the building guards.
Delivery persons with non-compliant REAL IDs will not be allowed to deliver HSR filings to the 5th floor Premerger window. The Premerger Office does not have adequate staff to come to the loading dock to pick up filings, so please make sure all delivery persons have compliant IDs. Failure to do so may result in a delay in filing.
- PNO News Archive
