Premerger Notification Program

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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 PNO has posted a new blog on avoidance devices and section 801.90 of the Rules, involving a change in the PNO’s advice. You can read it here:  Seeing the whole picture on avoidance devices.  (09/28/20)
  • The Commission, with the concurrence of DOJ, has published details on Proposed Amendments to the HSR Rules and an Advanced Notice of Proposed HSR Rulemaking. Check out the details in the press release. (09/24/2020)
  • 09-16-20 UPDATE: Please note that for all electronic HSR submissions, we require that submitted PDFs have searchable text. That is, the PNO and DOJ must be able to search the document, and select, copy and paste text from the PDFs directly into our Premerger database. Text in a PDF that’s obtained from an image file may not be able to be selected and copied, resulting in a longer processing time by the PNO and potentially delaying our review. Please make sure that all text is searchable and able to be selected and copied before submission.  (09/16/20)
  • Please note that the PNO will not grant early termination of the waiting period until BOTH parties have filed. See the updated language on the About Early Termination Notices page. (09/04/20)
  • You may have noticed a new feature on the right side of this page. The PNO has begun posting the rough number of transactions filed each month! Check out our blog post explaining the numbers. We’ve started out by posting the last nine months, but will cut that back to a rolling six months when we add the July numbers. (07/10/20)
  • The FY2019 HSR Annual Report is now available! You can check out the details in the Commission’s press release. (07/08/20)
  • 07-07-20 UPDATE: We have amended the Guidance for Filing Parties to provide additional instruction when filers are uploading a large number of documents for an HSR filing. We have found that handling more than fifty documents at a time is problematic for our system. In the revised guidance, we provide instructions for requesting multiple links and submitting the filing documents in multiple uploads.  (07/07/20)
  • 06-22-20 UPDATE: We have edited the Guidance for Filing Parties to clarify the use of e-signatures on the Certification and Affidavit. (06/22/20)
  • The PNO has a new blog post with reminders and tips for successfully submitting HSR filings fees. With all the changes to procedures to accommodate e-filing and PNO telework, we thought this would be a good time to remind filers how to avoid unnecessary delays due to HSR fee issues. (05/19/20)
  • 04-29-20 UPDATE: The PNO is updating its policy on the handling of original signature pages when submitting an HSR filing. Prior guidance asked parties to mail the originals to the PNO. Effective immediately, please hold on to hard copy originals; do not send them in. The PNO will issue further instructions on signature pages when the crisis is over. Please note that when e-filing, parties may submit either a scanned PDF copy of the hard copy signature pages or PDFs with an e-signature. The Guidance for Filing Parties page has been updated with this and other new information. (04/29/20)

  • 04-15-20 UPDATE: When you are naming the PDF documents for submission via the e-filing system, please keep the file names descriptive, but short. For example, instead of naming a document “4c-1 September 2019 Confidential Information Presentation Project Persephone”, a shorter name like “4c-1 September 2019 CIM” works better. The PNO has been having technical difficulties opening documents with very long names. Thank you. (04/15/20)

  • 04-03-20 UPDATE: Please carefully review the updated Guidance for Filing Parties. We have deleted out of date information and provided additional guidance for clarity.

  • Please check out this important BC blog post, Resuming early termination of HSR reviews. (03/27/20)

  • 03-17-20 UPDATE: The PNO and DOJ have started to receive e-filings. Please review the Guidance for Filing Parties which has been updated with some things we’ve learned. Of special note, please DO NOT upload Zip files to Accellion.  DO NOT request a link to submit a filing until you are ready to do so. Also, please follow the naming instructions for your submission.  For example, “Jones 001 – SmithCo/TargetCo – Acquired – 03-20-20”. (03/17/20)

  • 03-16-20 UPDATE: The last early terminations were granted on 03-13-20. We will not be granting additional ETs, even if you filed before then. Also, please check out the Guidance for Filing Parties which has been updated. (03/16/20)

  • Please see the Guidance for Filing Parties for the specific procedures to use to submit HSR filings using the temporary e-filing system. This will be the only way to file until the COVID-19 emergency has passed. (03/13/20)

  • IMPORTANT NOTICE: Please see this press release related to the submission of HSR filings during the current COVID-19 emergency.  More details to follow. (03-13-20)

  • The new HSR thresholds for 2020 become effective on February 27. If you’re planning on filing soon and you’d like some guidance on applying the thresholds, check out our blog post on the 2020 HSR threshold adjustments. (02/12/20)

  • The 2020 HSR thresholds have been announced. See the Commission Announcement and the Federal Register notice. The new thresholds will be effective on February 27, 2020. A blog post with tips on applying the new thresholds will be posted soon. (01/30/20)

  • The Commission has published a proposed rulemaking clarifying the HSR foreign issuer exemption. See the press release for more information, including the Federal Register notice. Comments to the proposed amendments must be received on or before December 30, 2019. (11/08/19)

  • The HSR filing FAQ has been updated. Please check it out. (10/11/19)

  • We’ve updated the Tip Sheet for filling out the dynamic Adobe HSR Form to account for reporting 10-digit NAPCS codes. (10/03/19)

  • As of today, all filers must use 2017 NAICS and NAPCS codes when responding to Item 5 of the HSR Form. To that end, we have updated the Item 5 Tip Sheet. We have also posted the updated HSR Form Instructions. Please send any questions to HSRHelp@ftc.gov. (09/25/19)

  • Notice: The PNO is now able to accept filings that contain 2017 NAICS and NAPCS codes. If you file before September 25th, you may use the 2012 NAICS 6-digit and 10-digit codes or the 2017 NAICS and NAPCS codes. As of September 25th, you must use the 2017 NAICS and NAPCS codes. (09/18/19)

  • The Commission has approved the 2018 HSR Annual Report. Check out the press release for more details. (09/16/19)

  • Important Notice: The Premerger Office has created a new email address to allow filing parties to inquire about their transaction(s). After they’ve filed, parties may email premerger@ftc.gov to ask about transaction numbers and filing status, as well as to provide EWT information.

    Please note that this email address is NOT for questions about the HSR Rules – for those, filing parties should continue to use HSRHelp@ftc.gov. The premerger@ftc.gov email address is also NOT for general public inquiries about HSR filings. HSR filings are confidential by statute and we cannot provide any information regarding filings to anyone who is a not a filing party.

    If you have filed and have a question about the status of your filing, please send an email that: (1) identifies the parties to the transaction, (2) states who you are and which party you represent, (3) tells us when you filed, and (4) identifies the Item 1(g) contact person for the filing. If we do not receive all of this information, we will not be able to share any information. (08/16/19)

  • The Informal Interpretations page has been updated through the end of May, 2019. Please note that there are two new superseded Informal Interpretations, which are listed on the Superseded Informal Interpretations page. (07/09/19)

  • The FTC has amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product Classification System, or NAPCS, codes introduced by the Census Bureau. Mandatory reporting of NAPCS codes will start on September 25, 2019. Here’s the press release announcing the publication of the new rules. More information will be posted on this page closer to the effective date. (06/27/19).

  • If you’d like to receive notice when the PNO has posted early terminations, you can now sign up for email notifications! Sign up here for email subscription notices. (06/18/19)

  • Starting on June 17, the PNO will no longer be accepting MMA filings. On and after that date, MMA filings must be e-mailed directly to new e-mailboxes at the FTC and DOJ. Please check out all the details here. Pharmaceutical Agreement Filing Procedures Updated (06/07/19)

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