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.
Important Notice on Waiting Periods: Federal holidays are listed at 5 USC 6103(a). If the day the federal holiday is observed is the actual holiday, the agency is closed and waiting periods roll to the next business day. For example, if July 4th is on a Wednesday, the agency is closed and any waiting periods would not expire until Thursday July 5th. If the federal holiday is not the actual holiday, the agency is closed but waiting periods will expire. For example, If July 4th is on a Sunday and the federal holiday is therefore observed Monday, July 5th, the agency is closed on July 5th but any waiting periods would expire on the 5th.
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. (06/27/2023)
- Important Notice: If you did not get a responsive email to confirm the new Kiteworks login, your firm’s spam filter or your email provider may have blocked it. Please check with your IT department before contacting the PNO. Alternatively, please go to https://ftc.kiteworks.com and use your email address in the account name and enter the password that you created. That will complete the verification. (03/31/23).
- Important Notice: The link to submit HSR filings via Accellion has changed. The new link is online HSR form. This link has been updated throughout these web pages. Please note that the first time you use the new link, it will prompt you for a new password. The old link will be deactivated immediately. Contact email@example.com if you have any issues. (03/29/23)
- 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 12/31/21 for SOP purposes. (03/29/23)
- 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.
Important Notice: The new version of the HSR Form and Instructions can be found on the HSR Form and Instructions page. This Form becomes effective on February 27, 2023, and should not be used for any filings made before that date. (02/14/23).
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 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).
- 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 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 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)
- PNO News Archive