Premerger Notification Program

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

  • Upon further consideration of prior interpretations by the PNO, the warehouse exemption, 802.2(h), will not be available for oil/gas storage facilities. If you have any questions on the application of 802.2(h) to a type of facility, asset, and/or service, please contact the PNO.

  • The PNO recently posted an important clarification regarding Rule 802.5.  Check out HSR Rule 802.5:  the Investment Rental Property Exemption. All the Premerger and HSR blog posts are here.

  • The PNO has a new blog post!  Learn “How to avoid delays when paying HSR filing fees."  You can find all Premerger and HSR blog posts here.

  • 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.

  • The new HSR Thresholds for 2015 are now in effect. (Feb. 20, 2015).  For more information, see our Jan. 23, 2015 blog post, HSR thresholds adjustments and reportability – 2015 edition.

  • The new HSR thresholds for 2015 have been published in the Federal Register with an effective date of Feb. 20, 2015.

  • The Premerger Office has updated the HSR Form Tip Sheet! Please review the document for helpful information in filling out the HSR Form. (January 2015)

  • FTC Announces New HSR Thresholds for 2015. (January 2015)

  • The PNO’s new blog post is up! Find out "How to avoid common HSR filing mistakes with Item 4(c) and 4(d) documents." We also invite you to peruse all the blog posts related to Premerger and HSR.

  • See PNO’s blog post on “How to avoid common HSR filing mistakes with attachments.”

  • Attention Filers: The Premerger Notification Office has experienced a few changes since we’ve come to our new home in the Constitution Center. Some of those changes can affect the arrival of your filings by messenger. Due to the security procedures and physical size of the Constitution Center, once a messenger has arrived at the building it takes in excess of 10 minutes to reach the PNO office. While the PNO is open to accept HSR filings at its 5th floor intake window from 8:30 AM until 5:00PM, Monday through Friday, a messenger arriving after 4:50PM cannot make it from the loading dock entry, through security, to the 5th floor HSR window by 5:00PM, so building security is turning away newly arrived messengers at 4:50PM each day. If you want to guarantee that your filing arrives at the PNO window by 5:00PM, please send any messenger with ample time to arrive at the building well in advance of 4:50PM.

    We’re sorry for any inconvenience this might cause. Thank you.

  • REMINDER: Sometimes filing parties reference an attachment in response to Items 4 through 8 of the HSR Form instead of providing the requested information in the Form itself - for instance, a separate log of 4(c) documents. If you do this, PLEASE place the attachment behind the page of the Form to which it relates or at the end of the Form itself. This information is a necessary part of the Form and needs to be provided in all originals and copies of the Form filed with the FTC and DOJ. DO NOT intersperse such referenced attachments for Items 4 through 8 among the documentary attachments (e.g., placing the separate 4(c) log at the beginning of the 4(c) documents), as those documents are not part of the Form itself.

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