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.
To submit an HSR filing via Accellion, fill out the online form.
The Federal Register has published the two recent HSR rulemakings. You can find them here: Premerger Notification; Reporting and Waiting Period Requirements (published 1/30), Revised Jurisdictional Thresholds (published 1/26). The effective date for these changes is Feb. 27. Keep an eye out for our blog post with tips on applying the new thresholds and fees. (02/02/23)
Important Notice: The 2023 HSR thresholds have been issued by the Commission and will become effective 30 days after publication in the Federal Register. Additionally, the Commission has approved publication of a Federal Register notice announcing new, Congressionally mandated, merger filing fees based on the size of the proposed transaction. Please see the press release for more details. A blog post with tips on applying the new thresholds and fees will be posted soon. (01/24/23)
- We’ve updated our guidance on how to submit filings via Accellion and on Post-Consummation filings. (11/16/22)
Important notice: 2017 NAPCS Codes – Updated U.S. Census Bureau Web Link Item 5(a) of the HSR Form requires the reporting of manufacturing revenue by both 6-digit NAICS and 10-digit NAPCS-based codes as published by the U.S Census Bureau (Bureau) for the 2017 Economic Census. The Census Bureau has updated its website such that the link provided in HSR Instructions is no longer accurate. The new Bureau address is: Census Bureau. The correct concordance file can be found at the link “2012 Product Code to 2017 NAPCS-Based Collection Code”. (10/31/22)
Important Reminder for Filers: Remember that for a size of person (SOP) determination, the regularly prepared financials relied upon may not be older than fifteen months. At the end of March, you may no longer rely on financials dated 12/31/20 for SOP purposes. (03/22/22)
- Important notice: The Federal Government is closed today, Friday, January 7, 2022, due to weather. As such, any HSR filings submitted today will be credited as received on January 10, 2022. (01/07/22)
- Important notice: The Federal Government is closed today, Monday, January 3, 2022, due to weather. As such, any HSR filings submitted today will be credited as received on January 4, 2022. (01/03/22)
- The Premerger Notification Office will be closed on Friday, December 24, and Friday, December 31, 2021, as those days are designated federal holidays. Any filings submitted on those days will be credited as received on December 27, 2021, and January 3, 2022, respectively, and waiting periods will start on those days. All waiting periods due to expire on December 24 or December 31 are unaffected. (12/21/21)
- The FY2020 HSR Annual Report is now available! You can check out the details in the Commission’s press release. (11/09/21)
- Notice regarding filing via Accellion: Accellion accounts that are inactive for 30 days will deactivate, preventing you from using the new Accellion online form. To reactivate your account, when you are ready to file, you will need to request an HSR filing link from email@example.com and submit using that link. Afterwards, your account will again be active. (10/07/21).
- Important notice about filing: The PNO has created a new Accellion form that will allow filers to submit HSR filings without requesting an Accellion link. If you already have Accellion access, you can use the new HSR submission form here. Instructions for using the new form, including what to do if you don’t have an account, can be found on the updated COVID-19 filing guidance page. Items have been updated throughout the page, so please read the guidance in its entirety. Filers should start using the new form on Monday, September 20, 2021. Please direct any questions to Premerger@ftc.gov. (09/15/21).
- Important Notice: Please see the new blog post regarding a change in the policy regarding the treatment of debt as consideration. (08/26/21).
- Important Notice: Due to the creation of a new federal holiday, Juneteenth, which occurs on June 19, the PNO will be closed on Friday, June 18, 2021. Any filings submitted on Friday will be credited as received on Monday, June 21, and waiting periods will start on that day. Additionally, if you have withdrawn a filing and are due to refile on June 18, or if you have received a notice of required filing with a deadline of June 18, you will have until June 21st to do so. Finally, all waiting periods due to expire on June 18 are unaffected. (06/17/21)
- Please see the Bureau’s new blog post addressing the issue of early termination of the waiting period. HSR Early Termination After a Second Request Issues. (03/16/21)
- Important Reminder for Filers: Remember that for a size of person (SOP) determination, the regularly prepared financials relied upon may not be older than fifteen months. At the end of March, you may no longer rely on financials dated 12/31/19 for SOP purposes. (03/03/21)
- Important Notice: After you submit an HSR filing, you can track the submission and confirm whether or not your files have been downloaded by the Agencies. To do so, once you’ve sent in your filing, go into your SENT folder in Kiteworks Accellion. Open the submission email and you will see a Track button on the top menu bar. Click that button for tracking information. (02/25/21).
- Please see our new blog post on the 2021 HSR thresholds, which will become effective on March 4, 2021. (02/19/21)
- Please see the Commission press release on the temporary suspension of early terminations of waiting periods under the HSR Act. (02/08/21).
- Important Notice:Public comments on the Commission’s two proposed HSR rulemakings are due on or by February 1, 2021. (01/27/21)
- 12-04-20 UPDATE: The PNO has been seeing an increase in the number of incorrectly formatted filings. Please note that each document submitted with the Form should be marked on the first page with the following information: (1) the name of the filing person; (2) the Item to which the document responds and the order of this document (e.g., 4(d)-1, 4(d)-2, 4(d)-3); and (3) the date of the Form. Filers must also indicate the Item to which each attachment applies (Item 3(b),4(c), etc.) in the description of the document within the Form. See the updated Guidance for Filing Parties. (12/04/20)
- 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)
- PNO News Archive