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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.

To submit an HSR filing via Kiteworks, fill out the online form.
 

Special Highlights

  • A new Tip Sheet for NAICS Codes Reporting is available on the HSR Forms, Instructions, and Guidance page. (05/15/25)
  • The PNO has updated the Withdraw/Refile Procedure Tip Sheet to provide guidance for the current version of the HSR Form. (05/12/25)
  • The PNO has updated the corrective filings page to provide guidance for post-consummation filings using the updated HSR Form.  (03/24/25).
  • We have updated the HSR Form Changes Q&A page to address new questions.  (03/20/25)
  • Filers will no longer need to break up large filings into multiple submissions. The Premerger Kiteworks portal can handle a single filing with as many attachments as necessary. Going forward, please send filings in one submission.  If you encounter any issues, please contact premerger@ftc.gov.  (03/07/25)
  • We have updated the example filings to clarify guidance, including related to document numbering, the inclusion of the affidavit as part of the Form, NAICS code descriptions, and the organization of responses in particular sections. (03/05/25)
  • Now that the updated Form is effective, the PNO will answer all questions through HSRHelp@ftc.gov.  If you have a question about the requirements of the updated Form or other substantive questions about filing, please send an email with your question, including all relevant facts and your proposed conclusion, to HSRHelp@ftc.gov.   (03/03/25)
  • NOTICE:  The 2025 filing fees and jurisdictional thresholds are now in effect.  (02/21/25)
  • Please see our new blog post on the 2025 HSR thresholds and filing fees, which will become effective on February 21, 2025.  (02/06/25)
  • Additional guidance is now posted on the Form Changes page. Three questions (003, 004, 005) have been added to Questions Asked/Questions Answered. We have also provided two sample filings (Acquiring and Acquired) as an example of how to fill out the new forms.  As the PNO will be posting additional guidance on the Form Changes page as the effective date of the new HSR Form approaches, please check the updates frequently, including the HSR Form Changes Q&A, before you send us questions. (01/27/2025)
  • The PNO has updated the Acquiring and Acquired HSR Forms (effective Feb. 10, 2025) to correct some formatting issues. There are no substantive changes to the forms, so filers may use the new versions or continue to use the previously posted ones. See also the new Tip Sheet for working with the Word files of the HSR Forms. (01/17/25)
  • The PNO has added a new guidance document, HSR Filing Attachment Reference, to the Form Changes page to assist in preparing new HSR filings for the Feb. 10, 2025 effective date. (01/16/25)
  • The PNO has posted the first Questions Asked and Questions Answered from questions received at HSRRuleReview@ftc.gov.  This document will be updated as more questions are received.  (01/15/25)
  • The PNO has added a new guidance document, Cross Reference and New Requirements Tables, to the Form Changes page to assist in preparing new HSR filings for the Feb. 10, 2025 effective date. (01/07/25)
  • IMPORTANT NOTICE:  The PNO has posted a new guide, 2025 HSR Form Updates: What Filers Need to Know. This guide is meant to start a dialogue around questions related to the new HSR form changes. The PNO invites HSR practitioners to submit questions of broad applicability to HSRRuleReview@ftc.gov. Staff will review these questions and post answers on the Form Changes page. (01/03/25)
  • NOTICE:  Per executive order, the Federal government is closed on Thursday, January 9, 2025. The PNO will not be open to accept filings. Waiting periods that expire on Jan. 9 will not be affected. (01/03/25)
  • NOTICE:  Per executive order, the Federal government is closed on Tuesday, December 24, 2024. The PNO will not be open to accept filings. Waiting periods that expire on Dec. 24 will not be affected. (12/20/24)
  • The PNO has updated our Guidance for Electronic Submission of Filings page. All filers should be sure to check it out.  (12/18/24)
  • The Premerger Office has created a page to post all things related to the new HSR Form (effective Feb. 10, 2025).  The page can be accessed directly at HSR Notification Form Changes Effective February 10, 2025, or through the new tab in the PNO website tab menu. Over the next few months, we will continue to post information to guide filers in using the new Form. Please keep an eye out for updates. (11/14/24)
  • Please see our new blog post, Planning for the new HSR Form.  The new Form will be effective on Feb. 10, 2025.  (11/12/24)
  • The Commission, in concurrence with the Antitrust Division, has issued the final rule changes to the premerger notification form and associated instructions, as well as the premerger notification rules implementing the Hart-Scott-Rodino (HSR) Act. The new changes will be implemented 90 days after publication in the Federal Register. Full details are in the press release. (10/10/24)
  • The Commission, together with the Antitrust Division, has issued the FY2023 HSR Annual Report and a correction to the FY2022 Annual Report. See the details in the Commission’s press release. (10/10/24)
  • The PNO has updated Introductory Guide I: What is the Premerger Notification Program?, which provides an overview of the HSR program, policies and procedures. (08/28/24)
  • The Premerger Office has begun posting Informal Interpretations again, starting with 2021, to bring this resource up to date. (05/06/24).
  • Important Notice: Recently, the Premerger Office has been seeing issues with submitted PDF documents where the text runs off the margins of the page. Please review all PDFs for formatting issues before submitting your HSR Filing. Thank you. (03/11/24).
  • Please see our new blog post on the 2024 HSR thresholds and filing fees, which will become effective on March 6, 2024.  (02/09/24)
  • Important Notice:  The 2024 HSR thresholds and a revised filing fee schedule have been issued by the Commission and will become effective 30 days after publication in the Federal Register.  Please see the press release for more details.  A blog post with tips on applying the new thresholds and fees will be posted soon.  (01/22/24)
  • The FY2022 HSR Annual Report has been issued by the Commission, together with the Justice Department’s Antitrust Division.  See the details in the Commission’s press release. (01/11/24)
  • Important Notice:  In the event that Kiteworks Accellion is unavailable for HSR filing submission, DO NOT email your filing to the Premerger Office. Emailed filings will NOT be accepted and the emails will be immediately deleted. You may email Premerger@ftc.gov to inform us that you have attempted to file via the portal and that the system is unavailable. (10/19/23)
  • The FTC and DOJ are extending by 30 days the deadline for the public to submit comments on proposed changes to the premerger notification form and associated instructions, as well as the premerger notification rules implementing the Hart-Scott-Rodino (HSR) Act. The new deadline for submitting comments is September 27, 2023.  (08/10/23)
  • The Federal Register has published the Proposed Rulemaking on HSR Form Changes.  The comment period ends on August 28, 2023.  The FR cite is 88 FR 42178 (June 29, 2023).  (07/05/23)
  • The Commission, with the concurrence of DOJ, has published Proposed Amendments to the Premerger Notification Form and Instructions.  See the Commission’s press release. (06/27/23)
  • The Index of all HSR Enforcement Actions has been updated on the Procedures For Submitting Post-Consummation Filings page. (03/08/23)

  • Important Notice:  The new filing fee tiers are now in effect for all filings submitted on or after Monday, February 27, 2023. Guidance can be found here.  The new filing fees can be found on the Filing Fee Information page, along with instructions on submitting an electronic wire transfer.

    In addition, the new HSR Form and Instructions are now in effect.  They can be found here.

  • 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)
  • PNO News Archive
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